What changed in this filing

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Item 1. Financial Statements

2024-11-14 compared with 2024-08-14 · 1312 added, 881 removed, 110 unchanged (95% of the section changed)

FINANCIAL STATEMENTS

Global Partner Acquisition Corp II)

and Subsidiaries

CONSOLIDATED BALANCE SHEETS

June 30, 2024

amounts in USD, except number of shares)

September 30, 2024

December 31, 2023

Current assets

Cash and cash equivalents

Prepaid expenses

Prepaid expenses and other current assets

Deferred transaction costs

Promissory notes issued

Total current assets

Cash held in trust account

LIABILITIES AND SHAREHOLDERS’ DEFICIT

Computer and equipment, net

Pre-acquisition capital project costs

Investment in equity securities

Other long-term assets

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities

Accounts payable

Promissory note – related party

Extension promissory notes – related party

Accrued liabilities

Accrued liabilities and other current liabilities

Current portion of early exercised shares option liability

Short-term loan

Total current liabilities

Other liabilities

Warranty liability

Deferred underwriting commission

Warrant liability

Earnout liability

Early exercised shares option liability

Total liabilities

Commitments and contingencies

Class A ordinary shares subject to possible redemption;

134,550 and 3,931,719 shares, respectively (at approximately $ 11.38 and $ 11.12 per share at June 30, 2024 and December 31, 2023, respectively)

Shareholders’ Deficit:

Preference shares, $ 0.0001 par value;

5,000,000 shares authorized, none issued or outstanding at June 30, 2024 and December 31, 2023

Class A ordinary shares, $ 0.0001

par value, 500,000,000

authorized shares, 7,400,000 and 0

shares, respectively, issued and outstanding at June 30, 2024 and December 31, 2023 (excluding 134,550

and 3,931,719

shares, respectively, subject to possible redemption at June 30, 2024 and December 31, 2023)

Class B ordinary shares, $ 0.0001

par value, 50,000,000

authorized shares, 100,000 and 7,500,000

shares, respectively issued and outstanding at June 30, 2024 and December 31, 2023

Ordinary shares

Commitments and contingencies (Note 2)

Stockholders’ equity (deficit)

Preferred stock, $ 0.0001 par value, 100,000,000 and Nil shares authorized, Nil shares issued and outstanding as at

September 30, 2024 and December 31, 2023

Common stock, $ 0.0001

par value, 700,000,000 and 69,033,000

shares authorized, 47,872,445

and 41,499,772 shares issued and outstanding

as at September 30, 2024 and December 31, 2023, respectively

Additional paid-in capital

2 unchanged sentences

( 3,793,585 )

Total shareholders’ deficit

Total stockholders’ deficit

$ ( 13,304,610 )

$ ( 3,734,762 )

Total liabilities, Class A ordinary shares subject to possible redemption and shareholders’ deficit

accompanying notes to unaudited condensed consolidated financial statements.

Global Partner Acquisition Corp II)

Total liabilities and stockholders’ deficit

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

and Subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

amounts in USD, except number of shares)

September 30,

Three months ended

Six Months Ended

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

Nine months ended

March 16, 2023

(inception) through

September 30,

General and administrative expenses

Operating Loss

( 8,980,965 )

1 unchanged sentence

( 1,902,653 )

Gain from settlement and release of liabilities

Operating (loss)/ income

Other income (expenses)

SAFE note issuance costs

( 466,302 ) 2

Other transaction costs

( 452,519 ) 3

Other incomes (expenses)

Income from cash and investments held in the Trust Account

Write-off contingent warrants associated with shares redeemed

Interest income

Interest expense

Change in fair value of sponsor earnout shares

Change in fair value of warrant liability

( 2,753,964 )

Total other income/ (expenses)

( 2,753,964 )

Net (Loss)/ income

Change in fair value of investment in equity securities

Change in fair value of convertible notes

Change in fair value of SAFE notes

Total other expenses

( 1,111,347 )

( 2,702,498 )

Weighted average Class A ordinary shares outstanding -– basic and diluted

Net (loss)/ income per Class A ordinary share – basic and diluted

Weighted average Class B ordinary shares outstanding -– basic and diluted

Net (loss) income per Class B ordinary share – basic and diluted

accompanying notes to unaudited condensed consolidated financial statements.

Global Partner Acquisition Corp II)

Consolidated Statements of Changes in Shareholders’ Deficit

three months ended June 30, 2024

Ordinary shares

Shareholders’

Balance at March 31, 2024

$ ( 10,092,312 )

$ ( 843,800 )

Conversion of class B to class A shares

$ ( 14,185,887 )

Accretion in value of class A ordinary shares subject to redemption

$ ( 2,828,585 )

Loss per share

Weighted average common shares outstanding

related party amounts of $ Nil and $ 147,497 for the three months ended September 30, 2024 and 2023, respectively and $ Nil and $ 771,935

for the nine months ended September 30, 2024 and from March 16, 2023 to September 30, 2023, respectively.

related party amounts of $ Nil and $ 435,000 for the nine months ended September 30, 2024 and from March 16, 2023 to September 30,

2023, respectively.

related party amounts of $ Nil and $ 100,000 for the nine months ended September 30, 2024 and from March 16, 2023 to September 30,

2023, respectively.

related party amounts of $ Nil and $ 7,111 for the nine months ended September 30, 2024 and from March 16, 2023 to September 30, 2023,

respectively.

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

and Subsidiaries

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

amounts in USD, except number of shares)

For three months ended September 30,

Stockholder’s

Balance as at March 16, 2023 (inception)

Issuance of common stock

Retroactive application of recapitalization

Balance as at March 16, 2023 (inception)

Balance as at March 31, 2023

$ ( 245,505 )

$ ( 245,415 )

( 1,739,280 )

Balance as at June 30, 2023

1 unchanged sentence

$ ( 1,984,695 )

six months ended June 30, 2024

Ordinary shares

Shareholders’

Balance at December 31, 2023

Balance as at September 30, 2023

$ ( 2,828,585 )

$ ( 2,828,495 )

Conversion of class B to class A shares

For the period from March 16

(inception) through September 30, 2023

Stockholder’s

Balance as at March 16, 2023 (inception)

Issuance of common stock

Retroactive application of recapitalization

Balance as at March 16, 2023 (inception)

( 2,828,585 )

Accretion in value of class A ordinary shares subject to redemption

( 2,828,585 )

Balance as at September 30, 2023

$ ( 2,828,585 )

Balance as at June 30, 2024

$ ( 2,828,495 )

For three months ended September 30, 2024

Stockholder’s

Balance as at December 31, 2023

$ ( 3,793,585 )

three months ended June 30, 2023

Ordinary shares

Shareholders’

$ ( 3,734,762 )

Retroactive application of recapitalization

Balance as at December 31, 2023

$ ( 3,793,585 )

$ ( 3,734,762 )

( 1,399,213 )

Stock based compensation (Note 5)

Transfer from early exercised stock option liability on vesting (Note 5)

Balance as at March 31, 2024

1 unchanged sentence

$ ( 5,074,276 )

Accretion in value of class A ordinary shares subject to redemption

( 2,694,362 )

Stock based compensation (Note 5)

Transfer from early exercised stock option liability on vesting (Note 5)

Balance as at June 30, 2024

1 unchanged sentence

$ ( 7,710,413 )

six months ended June 30, 2023

Ordinary shares

Shareholders’

( 10,092,312 )

Stock based compensation (Note 5)

Transfer from early exercised stock option liability on vesting (Note 5)

Shares issued upon conversion of SAFE notes

Shares issued upon conversion of convertible notes

Issuance of common stock upon the reverse capitalization including PIPE financing, net of assumed liabilities

( 5,483,454 )

( 5,483,019 )

Shares issued upon exercise of common stock warrants

Transaction costs

( 7,501,223 )

Merger Earnout shares (Note 3)

( 25,071,500 )

Balance as at September 30, 2024

$ ( 43,050,972 )

$ ( 13,304,610 )

For nine months ended September 30, 2024

Stockholders’

Balance as at December 31, 2023

1 unchanged sentence

$ ( 3,734,762 )

Retroactive application of recapitalization

Balance as at December 31, 2023

$ ( 3,793,585 )

$ ( 3,734,762 )

Accretion in value of class A ordinary shares subject to redemption

$ ( 3,793,585 )

$ ( 3,734,762 )

Net income (loss)

Balance as at June 30, 2023

( 14,185,887 )

Stock based compensation (Note 3)

Transfer from early exercised stock option liability on vesting (Note 3)

Shares issued upon exercise of common stock warrants

Shares issued upon conversion of SAFE notes

Shares issued upon conversion of convertible notes

Issuance of common stock upon the reverse capitalization including PIPE financing, net of transaction cost

( 5,483,454 )

( 5,483,019 )

accompanying notes to unaudited condensed consolidated financial statements.

Global Partner Acquisition Corp II)

Transaction costs

( 7,501,223 )

Merger Earnout shares (Note 3)

( 25,071,500 )

Balance as at September 30, 2024

$ ( 43,050,972 )

$ ( 13,304,610 )

$ ( 43,050,972 )

$ ( 13,304,610 )

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

June 30, 2024

June 30, 2023

Six Months Ended

June 30, 2024

June 30, 2023

amounts in USD)

Nine months ended

September 30, 2024

March 16, 2023

(inception) through

September 30, 2023

Cash flows from operating activities:

Net (loss)/ income

$ ( 14,185,887 )

Adjustments to reconcile net (loss)/ income to net cash provided by (used in) operating activities:

Income from cash and investments held in Trust Account

$ ( 2,828,585 )

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Stock based compensation

Change in fair value of investment in equity securities

Change in fair value of SAFE notes

Change in fair value of warrant liability

Change in fair value of convertible notes

Change in fair value of earnout shares

( 1,636,100 )

Depreciation expense

SAFE notes issuance costs

Changes in operating assets and liabilities:

2 unchanged sentences

Accrued liabilities and other current liabilities

( 1,995,000 )

Due to related parties

Net cash used in operating activities

$ ( 8,514,161 )

$ ( 1,582,429 )

Cash flows from investing activities:

Cash deposited in Trust Account

Cash withdrawn from Trust Account to pay redemptions

Net cash provided by investing activities

Cash flows from financing activities:

Redemption of 3,797,169 and

26,068,281 Class A common shares in 2024 and 2023, respectively

Pre-acquisition capital project costs

Investment in other long-term assets

Purchase of computer and equipment

Promissory notes issued

Net cash used in investing activities

$ ( 1,279,257 )

Cash flows from financing activities:

Proceeds from investor for issuance of SAFE notes

Proceeds from investor deposits

Proceeds from issuance of notes payable to related parties

Repayment of notes payable to related parties

( 1,000,000 )

Repayment of Promissory Note – related party

Proceeds of Extension Promissory Note – related party

Net cash used in financing activities

Proceeds from stock issuance

Proceeds from exercise of warrants

Proceeds from issuance of convertible notes

Deferred transaction costs paid

( 4,134,056 )

Payment of SAFE note issuance cost to related parties

Proceeds from short-term loan

Repayment of short-term loan

Proceeds from of business combination and issuance of PIPE shares

Repayment of sponsor promissory notes

( 1,562,834 )

Net increase in cash

Repurchase of unvested shares

Net cash provided by financing activities

Net (decrease)/ increase in cash

Cash at the beginning of the period

Cash at the end of the period

accompanying notes to unaudited condensed consolidated financial statements.

Global Partner Acquisition Corp II)

to Condensed Consolidated Financial Statements June 30, 2024 (unaudited)

1 – Description of Organization and Business Operations

formerly known as Global Partner Acquisition Corp II was incorporated under the laws of the Cayman Islands as an exempted

company on November 3, 2020.

Together with its wholly owned subsidiaries First Merger Sub and Second Merger Sub, both incorporated or formed in Delaware in November

2023, the Company was formed for the purpose of effecting a merger,

capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

The Company is an “emerging growth company,” as defined in Section 2(a) of the

Securities Act of 1933, as amended, or the “Securities Act,” as modified by the Jumpstart Our Business Startups Act of 2012

(the “JOBS Act”).

Domestication

previously announced, GPAC II, a Cayman Islands exempted company, entered into that certain Business Combination Agreement pursuant

to which on July 8, 2024 (the “Closing Date”), prior to the consummation of the Mergers (as defined below) contemplated

by the Business Combination Agreement, and upon receipt of Supermajority Acquiror Shareholder Approval (as defined therein), GPAC II

domesticated as a Delaware corporation (the “Domestication”) in accordance with Section 388 of the Delaware General

Corporation Law and Sections 206 to 209 of the Companies Act (As Revised) of the Cayman Islands.

to the Domestication, each GPAC II Class B ordinary share, par value $ 0.0001

per share (the “Class B Ordinary Share”),

outstanding was converted into one (1) GPAC II Class A ordinary share, par value $ 0.0001

per share (the “Class A Ordinary Share”

or “Public Share,” and together with Class B Ordinary Shares, the “GPAC II Ordinary Shares”), in accordance with

GPAC II’s amended and restated memorandum and articles of association (the “Articles of Association”) and as set forth

in the Sponsor 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 Global Partner Sponsor II, LLC (the “Sponsor”), GPAC II, and GPAC II executive officers and directors

(the “Class B Ordinary Share conversion”).

In connection with the Domestication, (i) each Class A Ordinary Share outstanding

immediately prior to the effective time of the Domestication and following the Class B Ordinary Share conversion was converted into one

share of GPAC II common stock, par value $ 0.0001

per share (the “GPAC II Common Stock”)

and (ii) each then-issued and outstanding whole warrant exercisable for one Class A Ordinary Share was converted into a warrant exercisable

for one share of GPAC II Common Stock at an exercise price of $ 11.50

per share on the terms and conditions set forth

in the Warrant Agreement, dated as of January 11, 2021, by and between GPAC II and Continental Stock Transfer & Trust Company, as

warrant agent (as amended or amended and restated from time to time).

In connection with clauses (i) and (ii) of this paragraph, each

issued and outstanding unit of GPAC II that has not been previously separated into the underlying Class A Ordinary Shares and the underlying

GPAC II warrants was cancelled, entitling the holder thereof to one share of GPAC II Common Stock and one-sixth of one GPAC II warrant.

Business Combination Agreement provided for, among other things, the following, all of which occurred on July 8, 2024:

(i) the Domestication,

(ii) following the Domestication, First Merger Sub merged with and into Stardust Power, with Stardust Power being the surviving company

(also referred to herein as the “Combined Company”) in the merger (the “First Merger”) and, (iii) immediately

following the First Merger, and as part of the same overall transaction as the First Merger, Stardust Power merged with and into Second

Merger Sub (the “Second Merger” and, together with the First Merger, the “Mergers”), with Merger Sub II being

the surviving company of the Second Merger (Merger Sub II, in its capacity as the surviving company of the Second Merger, the “Surviving

Company”), and as a result of which the Surviving Company became a wholly-owned subsidiary of GPAC II.

At Closing, (i) the Sponsor

forfeited an aggregate of 3,500,000

GPAC II Ordinary Shares, (ii) reissued 127,777

GPAC II Ordinary Shares as Class A Ordinary Shares

to certain GPAC II investors who agreed not to redeem their respective shares of Class A Ordinary Shares in connection with GPAC II’s

extraordinary general meeting of shareholders held on January 9, 2024, (iii) issued 1,077,541

shares of GPAC II Common Stock to a large institutional

investor and two other investors (the “PIPE Investors”) pursuant to subscription agreements that were entered into on June

20, 2024 (the “PIPE Subscription Agreements”), and (iv) GPAC II changed its name to “Stardust Power Inc.” Following

Closing, Common Stock, par value $ 0.0001

per share (“Combined Company Common Stock”),

and warrants (the “Warrants”) trade on the Nasdaq Global Market (“Nasdaq”) under the new symbols “SDST”

and “SDSTW,” respectively.

At Closing, in connection with the Transactions, GPAC II and certain holders of Combined Company

Common Stock (as defined below) (the “Stardust Power Stockholders”) entered into a Stockholder Agreement, a Registration

Rights Agreement and a Lock-Up Agreement, each in form and in substance that became effective upon the Closing.

accordance with the terms and subject to the conditions of the Business Combination Agreement, each share of Common Stock

(including Common Stock issued in connection with the Stardust Power SAFE Conversion), 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

applicable Per Share Consideration.

The total consideration paid at Closing to the selling parties in connection with the Business Combination

Agreement was based on an enterprise value of $ 447,500,000 (excluding a $ 50 million earnout, based upon an assumed price of $ 10 per share,

payable upon achievement of certain milestones), 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.

accordance with the terms and subject to the conditions of the Business Combination Agreement, (i) each outstanding Company Option (as

defined in the Business Combination Agreement), whether vested or unvested, has 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 Company 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

Common Stock divided by the Per Share Consideration, subject to certain adjustments and (ii) each share of Company Restricted

Stock (as defined in the Business Combination Agreement) outstanding immediately prior to the First Effective Time has converted into

a number of shares of GPAC II Common Stock equal to the number of shares of Common Stock subject to such Company Restricted

Stock multiplied by the Per Share Consideration.

Except as provided in the Business Combination Agreement, the terms and conditions (including

vesting and exercisability terms, as applicable) have continued after Closing as were applicable to the corresponding former Company

Option and Company Restricted Stock, as applicable, immediately prior to the First Effective Time.

accompanying unaudited condensed consolidated financial statements reflect the accounts and activities of only GPAC II, First Merger

Sub, and Second Merger Sub, as of June 30, 2024, prior to the closing date.

dollar amounts are rounded to the nearest thousand dollars.

Prior to the Business Combination

to the Business Combination, GPAC II had two wholly owned subsidiaries which were formed on November 3, 2020, First Merger Sub and Second

activity for the period from November 3, 2020 (inception) through June 30, 2024 relates to the Company’s formation, the

initial public offering (“Initial Public Offering”), which is described below, identifying a target company for a

Business Combination and consummating the acquisition of Stardust Power.

The Company did not generate any operating revenues prior

to completing its Business Combination.

During the fiscal quarter, the Company generated non-operating income in the form of

interest income from the proceeds derived from the Public Offering.

January 2023, the shareholders of the Company (the “shareholders”) took various actions and the Company entered into various

agreements resulting in a change of control of the Company, redemption of approximately 87 %

of its Class A Ordinary Shares, an extension of the date to complete a Business Combination and certain additional financing

and other matters as discussed in further detail in the Form 10-K Annual Report filed on March 19, 2024 (the “Form 10-K”),

the amended report on Form 10-K/A filed on April 22, 2024 amending the Form 10-K (the “Form 10-K/A”, and together with Form

10-K, the “Annual Report”), and the Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on

January 18, 2023.

January 9, 2024, in connection with the 2024 Extension Meeting (as defined below), there was a further extension of the date to complete

a business combination resulting in a new date upon which the Company must complete a Business Combination (the “New Termination

Date”), as well as shareholder redemptions of 2,137,134 Class A Ordinary Shares for approximately $ 23,615,000 and non redemption

agreements with holders of 1,503,254 Class A Ordinary Shares in exchange for the transfer of 127,777 Class B ordinary shares, par value

$ 0.0001 per share (the “Class B Ordinary Shares” and together with Class A Ordinary Shares, the “Ordinary Shares”),

following the conversion of 7,400,000 Class B Ordinary Shares into Class A Ordinary Shares, and the increase in the amount available

to the Company under the extension promissory notes among other items, as discussed in various notes below regarding the 2024 Extension

Meeting and as described in the Form 8-K filed with the SEC on January 16, 2024 and April 8, 2024.

April 5, 2024, the Sponsor converted 7,400,000 Class B Ordinary Shares into Class A Ordinary Shares, on a one-for-one basis.

waived any right to receive funds from the Company’s Trust Account with respect to the Class A Ordinary Shares received upon such

conversion and acknowledged that such shares will be subject to all of the restrictions applicable to the Class B Ordinary Shares under

the terms of that certain letter agreement, dated as of January 11, 2021, by and among the Company and its officers, its directors and

the Sponsor (as amended).

Following the conversion, the Company had a total of 9,194,585 Class A Ordinary Shares and 100,000 Class B

Ordinary Shares outstanding.

April 24, 2024, the Company, First Merger Sub, Second Merger Sub, and Stardust Power, entered into Amendment No.

1 (the “Amendment”)

to that certain Business Combination Agreement, dated November 21, 2023, (as it may be amended, supplemented or otherwise modified from

time to time in accordance with its terms, the “Business Combination Agreement”), to, among other things, (i) amend the definition

of “Equity Value” and (ii) amend the definition of “Alternative Financing.” Other than the terms of the Amendment,

all the terms, covenants, agreements, and conditions of the Business Combination Agreement remain in full force and effect in accordance

with its original terms.

On May 24, 2024, GPAC II filed a definitive proxy

statement/prospectus (the “Definitive Proxy Statement”) for the solicitation of proxies in connection with a special meeting

(the “Special Meeting”) of GPAC II shareholders, to vote upon, among other things, a proposal to adopt and approve

that certain Business Combination Agreement.

On June 20, 2024, GPAC II, First

Merger Sub, Second Merger Sub, and Stardust Power entered into Amendment No.

2 to the Business Combination Agreement to (i) amend the

definition of “Sponsor Loans Settlement” to provide that Global Partner Sponsor II LLC shall waive any entitlement to the

1,709,570 additional private placement warrants it would otherwise be entitled to with respect to the conversion of the $ 2,564,355 of

Sponsor Loans incurred prior to October 3, 2023 and (ii) amend the definition of “Enterprise Value” to mean $ 447.5 million,

which reflects a $ 2,500,000 reduction from the prior value.

Other than the terms of Amendment No.

2, all of the terms, covenants, agreements,

and conditions of the Business Combination Agreement remained in full force and effect in accordance with its original terms.

Supplemental disclosure for cash flow information:

Interest paid

Supplemental disclosure of non-cash investing and financing activities:

Unpaid deferred transaction costs

Conversion of legacy SAFE notes

Conversion of legacy convertible notes

Sponsor earnout share liability

Issuance of common stock to Sponsor

Net liabilities assumed upon closing of business combination

Issuance of common stock to non-redeeming shareholders

Unpaid SAFE note issuance costs

Unpaid pre-acquisition capital project costs

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

and Subsidiaries

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1 – DESCRIPTION OF THE COMPANY

(the “Company”, “Stardust Power”) formerly known as Global Partner Acquisition Corp II, a

Delaware corporation, is an American developer of battery grade lithium products, designed to foster energy independence in the

United States.

While the Company has not earned any revenue yet, the Company is in the process of developing a strategically

central, lithium refinery capable of producing up to 50,000

tons per annum of battery grade lithium.

November 21, 2023, Stardust Power Operating Inc (f/k/a Stardust Power Inc.

prior to the consummation of the Business

Combination, “Legacy Stardust Power”) entered into a business combination agreement (the “Business Combination

Agreement”) with Global Partner Acquisition Corp II (“GPAC II”), a Cayman Islands exempted company incorporated on

November 3, 2020, Strike Merger Sub I, Inc.

(“First Merger Sub”), a Delaware corporation and direct wholly owned

subsidiary of GPAC II, and Strike Merger Sub II LLC (“Second Merger Sub”), a Delaware limited liability company and

direct wholly owned subsidiary of GPAC II.

On July 8, 2024, former Stardust Power Inc.

was renamed Stardust Power Operating

July 8, 2024 (the “Closing Date”), Legacy Stardust Power completed the business combination contemplated by the Business

Combination Agreement (the “Business Combination”).

GPAC II deregistered as a Cayman Islands exempted company and

domesticated in the State of Delaware as a Delaware corporation.

As per the Business Combination Agreement, First Merger Sub merged

into Legacy Stardust Power, with Legacy Stardust Power being the surviving corporation (the effective time of such merger being the “First

Effective Time”).

Legacy Stardust Power then merged into Second Merger Sub, with Second Merger Sub being the surviving entity.

completion of the Business Combination, GPAC II was renamed Stardust Power Inc.

(also referred to herein as the “Combined

Company” or “Stardust Power”).

common stock (the “Common Stock”) and warrants of the Company are currently listed on the Nasdaq Global Market

(“Nasdaq”) under the symbol “SDST” and “SDSTW”, respectively.

per the Business Combination Agreement:

share of common stock of Legacy Stardust Power

(“ Legacy Stardust Power Common Stock”) issued and outstanding immediately prior to the First Effective Time

converted into the right to receive the number of shares of combined company (“Newco”) common stock (“Newco Stock”) equal to the merger consideration divided by the number of shares of the Company fully diluted stock (“per share consideration”).

outstanding option to purchase Legacy Stardust Power Common Stock (each a “Legacy Stardust Power Option”), whether

vested or unvested, automatically converted into an option to purchase a number of shares of Newco Stock equal to the number of

shares of Newco Sto ck subject to such Legacy

Stardust Power Option immediately prior to the First Effective Time multiplied by the per share consideration.

share of Legacy Stardust Power Restricted Stock (as defined in the Business Combination Agreement) outstanding immediately prior to

the First Effective Time converted into a number of

shares of Newco Stock equal to the number of shares of Legacy Stardust Power Common Stock subject to such Stardust Power

Restricted Stock multiplied by the per share consideration (the “Exchanged Company Restricted Common Stock”) .

All outstanding redeemable public warrants and private warrants of GPAC II representing the right to purchase

one Class A ordinary share were adjusted to represent the right to purchase one share of the Newco Stock

All outstanding GPAC Class A (after redemptions) and

Class B common shares were cancelled and converted into shares of the Newco Stock.

As consideration for certain Class A ordinary shareholders entering into non-redemption agreements (“NRAs”)

agreeing not to redeem or to reverse any redemption demands previously submitted, the Company issued 127,777 ordinary shares of Stardust

Power at a price per share of approximately $ 10.00 per share at closing of the Business Combination.

Additionally, the Combined Company issued one million shares of Newco Stock to the Sponsor as additional

merger consideration that vest in the event that prior to the eighth anniversary of the closing of the Business Combination.

percent of the Sponsor Earnout Shares will vest when the volume-weighted average price (“VWAP”) of the Common Stock price

equals or exceeds $12.00 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 Common Stock price equals or exceeds $14.00 per share for a period of 20 trading

days in a 30 trading day period, or are otherwise forfeited.

Additionally,

on June 20, 2024, GPAC II entered into PIPE Subscription Agreements with PIPE Investors pursuant to which the PIPE Investors agreed to

purchase in a private placement, 1,077,541 shares of GPAC II common stock at a price of $ 9.35 per share, for an aggregate commitment amount

of $ 10,075,000 (the “PIPE Investment”).

The PIPE Subscription Agreements provided, among other things, that the PIPE Investment

were conditioned upon the consummation of the transactions contemplated by the Business Combination Agreement.

In connection with the

negotiation of the PIPE Subscription Agreement, GPAC II and Stardust Power did not intend to draw down in excess of $ 3 million, if at

all, on the commitments under the existing Financing Commitment and Equity Line of Credit Agreement between Stardust Power and the large

institutional investor in the PIPE Investment, which provided Stardust Power an option to issue additional Common Stock to such investor.

The purpose of the PIPE Investment was to raise additional capital for use by the Company following the consummation of the transactions

contemplated by the Business Combination.

27, 2024, the Company held its Special Meeting where, among other things, the proposal to adopt that certain Business Combination Agreement

was approved.

funds in the Trust Account can only be invested in cash or U.S.

government treasury bills with a maturity of one hundred and eighty-five

(185) days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940.

11, 2023, the Company liquidated the U.S.

government treasury obligations or money market funds held in the Trust Account.

remain in the Trust Account until the earlier of (i) the consummation of its initial Business Combination or (ii) the distribution of

the Trust Account as described below.

The remaining funds outside the Trust Account may be used to pay for business, legal and accounting

due diligence on prospective acquisition targets, legal and accounting fees related to regulatory reporting obligations, payment for

services of investment professionals and support services, continued listing fees and continuing general and administrative expenses.

Company’s amended and restated memorandum and articles of association provided that, other than the withdrawal of interest to pay

tax obligations, if any, less up to $ 100,000 of interest to pay dissolution expenses, none of the funds held in trust will be released

until the earliest of (a) the completion of the initial Business Combination, (b) the redemption of any Class A Ordinary Shares that

are not subject to all the restrictions applicable to Class B Ordinary Shares under the terms of that certain letter agreement, dated

as of January 11, 2021, by and among the Company and its officers, its directors and the Sponsor (as amended) properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum of association

(i) to modify the substance or timing of the Company’s obligation to redeem 100 % of the Public Shares if the Company does not complete

the initial Business Combination by the date by which the Company is required to consummate a business combination pursuant to the amended

and restated memorandum and articles of association, July 14, 2024 if extended per below (previously January 14, 2023 and then January

14, 2024 as discussed below) (the “Termination Date”), or (ii) with respect to any other provision relating to shareholders’

rights or pre-Business Combination activity, and (c) the redemption of the Public Shares if the Company is unable to complete the initial

Business Combination by the Termination Date, subject to applicable law, which includes the extended time that the Company has to consummate

a Business Combination beyond the Termination Date as a result of a shareholder vote to amend the Company’s amended and restated

articles of incorporation.

The proceeds deposited in the Trust Account could become subject to the claims of creditors, if any, which

could have priority over the claims of holders of Public Shares.

January 11, 2023, the Company’s shareholders voted to extend the date by which the Company has to consummate a Business Combination

from January 14, 2023 to April 23, 2023 and to allow the Company, without another shareholder vote, to elect to extend the date to consummate

a Business Combination on a monthly basis for up to nine times by an additional one month each time up until the Termination Date of

January 14, 2024.

Upon each of the nine one-month extensions, the Sponsor or one or more of its affiliates, members or third-party designees

may contribute to the Company $ 150,000 as a loan to be deposited into the Trust Account.

During the year ended on December 31, 2023 the

board of directors of the Company approved (i) one-month extensions of the Termination Date in from April through December, resulting

in a new Termination Date of January 14, 2024, and (ii) draws of an aggregate of $ 1,800,000 pursuant to the Extension Promissory Note

- related party (as defined below) to fund the extensions.

January 9, 2024, the Company held the extraordinary general meeting of shareholders of the Company (the “2024 Extension Meeting”)

to amend (the “2024 Articles Amendment”), by way of special resolution, the Company’s amended and restated memorandum

and articles of association to extend the date by which the Company has to consummate a Business Combination until the New Termination

Date for a total of an additional six months after January 14, 2024, unless the closing of a Business Combination shall have occurred

prior thereto (collectively, the “2024 Extension Amendment Proposal”);

to eliminate, by way of special resolution, from the

amended and restated memorandum and articles of association the limitation that GPAC II may not redeem Class A Ordinary Shares to the

extent that such redemption would result in GPAC II having net tangible assets of less than $ 5,000,001 (the “Redemption Limitation”)

in order to allow the Company to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation

(the “Redemption Limitation Amendment Proposal”);

to provide, by way of special resolution, that Public Shares may be issued

to the Sponsor by way of conversion of Class B Ordinary Shares, into Public Shares, despite the restriction on issuance of additional

Public Shares (the “Founder Conversion Amendment Proposal” and together with the 2024 Extension Amendment Proposal and Redemption

Limitation Amendment Proposal, the “Proposals”);

and, if required an adjournment proposal to adjourn, by way of ordinary

resolution, the 2024 Extension Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies

if, based upon the tabulated vote at the time of the 2024 Extension Meeting, there are insufficient Ordinary Shares at the 2024 Extension

Meeting to approve the Proposals, or (ii) where the board of directors of the Company has determined it is otherwise necessary (the “Adjournment

The shareholders of the Company approved the Proposals at the 2024 Extension Meeting and on January 11, 2024, the Company

filed the 2024 Articles Amendment with the Registrar of Companies of the Cayman Islands.

9, 2024 and in connection with the 2024 Extension Meeting to approve the 2024 Extension Amendment Proposal, the Company’s Sponsor

entered into non-redemption agreements (the “Non-Redemption Agreements”) with several unaffiliated third parties, 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 of the Company in connection with the 2024 Extension Amendment Proposal.

In exchange for the foregoing

commitments not to redeem such Class A Ordinary Shares of the Company, the Sponsor agreed to transfer or cause to be issued for no consideration,

an aggregate of 127,777 Ordinary Shares and simultaneous

forfeiture of 127,777 Ordinary Shares in

connection with the Company’s completion of its initial Business Combination.

In connection

with the Business Combination, at the Special Meeting on June 27, 2024, holders of 1,660,035

Class A Ordinary Shares exercised their right to redeem their shares for cash at a redemption price of approximately $ 11.38

per share, for an aggregate redemption amount of $ 18,893,209 .

Following such redemptions, 134,550

Class A Ordinary Shares held by shareholders other than the Sponsor, remain outstanding, representing $ 1,531,342

cash in trust.

Subsequently on July 3, 2024 holders of 2,877

GPAC II Class A Ordinary Shares reversed their redemptions , resulting in a total of 137,427

GPAC II Class A Ordinary Shares outstanding as of July 3, 2024 .

June 30, 2024, the Company had approximately $ 0 in

cash and approximately $ 11,389,000 in

working capital deficit.

The Company has incurred significant costs and expects to continue to

incur additional costs in pursuit of its Business Combination.

Until June 30, 2024, and through the closing date, the Company

used the funds from Sponsor loans in connection with consummating the Business Combination with Stardust.

completion of the Business Combination with Stardust Power Inc.

on July 8, 2024, the Company’s consolidated cash balance increased

due to the PIPE investments of $ 10,075,000 , and $ 1,481,835 of trust account proceeds, net of redemptions and related fees.

company is also required to make various payments including SPAC transaction costs incurred upon the close of the Business Combination.

of the date on which these unaudited condensed consolidated financial statements were available to be issued, we believe that the

cash on hand and additional investments obtained through the Business Combination will be inadequate to satisfy 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 issuance of equity or receive additional

borrowings to fund the Company’s operating and investing activities over the next year.

These 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.

2 – Summary of Significant Accounting Policies

of Consolidation :

unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, First Merger

Sub and Second Merger Sub, both formed to facilitate the acquisition of Stardust Power (Note 1).

All significant intercompany balances and transactions have been eliminated in consolidation.

the Combined Company will issue five

million shares of Newco Stock to the holders of Legacy Stardust Power as additional merger consideration that vest in the

event that prior to the eighth anniversary of the closing of the Business Combination, the volume-weighted average price of Company

Common Stock is greater than or equal to $ 12.00

per share for a period of 20

trading days in any 30 -trading-day

period or there is a change of control, or are otherwise forfeited.

prior to the closing of the Business Combination, the SAFE notes automatically converted into the 138,393

shares of Legacy Stardust Power Common Stock.

prior to the closing of the Business Combination, the convertible notes automatically converted into 55,889

shares of Legacy Stardust Power Common Stock.

Power issued 1,077,541

shares of Common Stock in exchange for $ 10,075,002

of cash in accordance with the terms of the PIPE Subscription Agreement (“PIPE”) in connection with the Business Combination.

Business Combination was accounted for as a reverse recapitalization.

Under this method of accounting, GPAC II has been treated

as the acquired company for financial statement reporting purposes (refer to Note 3).

and Subsidiaries

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

accompanying unaudited condensed consolidated interim financial statements of the Company are presented in U.S.

dollars and in conformity

with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) pursuant to the rules and regulations

of the SEC and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary

for a fair presentation of the financial position and the results of operations and cash flows for the periods presented.

Certain information

and disclosures normally included in financial statements prepared in accordance with U.S.

GAAP have been omitted pursuant to such rules

and regulations.

accompanying unaudited condensed consolidated financial statements have been prepared on the accrual basis of accounting in conformity

generally accepted accounting principles (“U.S.

GAAP”) and pursuant to the rules and regulations of the Securities

and Exchange Commission (the “SEC”) regarding interim financial reporting.

the opinion of management, the accompanying unaudited condensed consolidated financial statements include all normal and recurring

adjustments (which consist primarily of accruals, estimates and assumptions that impact the unaudited condensed consolidated

financial statements) considered necessary to present fairly the Company’s unaudited condensed consolidated balance sheet as

of September 30, 2024, its unaudited condensed consolidated statements of operations, stockholders’ deficit for the three and

nine months ended September 30, 2024, three months ended September 30, 2023 and for the period March 16, 2023 (since inception)

through September 30, 2023 and unaudited condensed consolidated statements of cashflows for the nine months ended September 30, 2024

and for the period March 16, 2023 (since inception) through September 30, 2023.

Certain information and note disclosures normally

included in the financial statements prepared in accordance with U.S.

GAAP have been condensed or omitted pursuant to such rules and

As such, the information included in this report should be read in conjunction with the audited consolidated financial

statements and notes thereto of Legacy Stardust Power for the period March 16, 2023 to December 31, 2023 included in the

Company’s Registration Statement on Form S-4/A filed with the SEC on May 8, 2024, which provides a more complete discussion of the Company’s accounting policies and certain other information.

unaudited condensed consolidated balance sheet as of December 31, 2023 included herein was derived from the audited financial

statements of Legacy Stardust Power as of that date but does not include all disclosures including notes required by U.S.

unaudited condensed consolidated financial statements include the accounts of Stardust Power Inc.

and its wholly owned subsidiaries,

Stardust Power LLC and Strike Merger Sub II, LLC.

All material intercompany balances have been eliminated upon consolidation.

Interim results are not necessarily indicative of results for a full year or any future periods.

accompanying unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s

audited financial statements and notes thereto included in the Company’s audited financial statements included in the

Company’s Annual Report which contains the audited financial statements and notes thereto as of December 31, 2023 and for the

year then ended.

unaudited condensed consolidated financial statements are presented in U.S.

preparation of unaudited condensed consolidated financial statements in conformity with U.S.

GAAP requires us to make estimates and

assumptions that affect the amounts reported and disclosed in the unaudited condensed consolidated financial statements and

accompanying notes.

Those estimates and assumptions include, but are not limited to, useful life of computer and equipment,

realization of deferred tax assets, fair valuation of investment in equity securities and fair valuation of stock based

compensation, warrants, simple agreement for future equity notes (each a “SAFE note”), convertible notes and earnout shares.

The Company evaluates estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those

estimates and assumptions when facts and circumstances dictate.

As future events and their effects cannot be determined with

precision, actual results could differ from these estimates, and those differences could be material to the unaudited condensed

consolidated financial statements.

Growth Company

4 unchanged sentences

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 an election to opt out is irrevocable.

period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means that when an accounting standard is issued or revised

1 unchanged sentence

or revised standard at the time private companies adopt the new or revised standard.

(Loss) Income per Ordinary Share :

(loss) income per Ordinary Share is computed by dividing (loss) income applicable to Ordinary Shareholders by the weighted average

number of Ordinary Shares outstanding for the period.

The Company has not considered the effect of the warrants sold in the Public

Offering and private placement to purchase an aggregate of 10,557,453

at June 30, 2024 ( 11,221,954

at December 31, 2023) Class A Ordinary Shares in the calculation of diluted (loss) income per Ordinary Share, since their inclusion

would be anti-dilutive under the treasury stock method and are dependent on future events.

As a result, diluted (loss) income per

Ordinary Share is the same as basic (loss) income per Ordinary Share for the period.

Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company

has two classes of shares, which are referred to as Class A Ordinary Shares and Class B Ordinary Shares.

Income and losses are shared

pro rata among the two classes of shares.

Net (loss) income per Ordinary Share is calculated by dividing the net (loss) income by the

weighted average number of Ordinary Shares outstanding during the respective period.

The changes in redemption value that are accreted

to Public Shares subject to redemption (see below) is representative of fair value and therefore is not factored into the calculation

of earnings per share.

following tables reflect the earnings per share after allocating (loss) income between the shares based on outstanding shares:

Company’s unaudited condensed consolidated financial statements have been presented on the basis that it is a going concern, which

contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

Company is a development stage entity having no revenues and has incurred a net loss of $ 10,092,312

and $ 14,185,887

for the three and nine months ended September

30, 2024, respectively.

The Company has an accumulated deficit of $ 43,050,972

and stockholders’ deficit of $ 13,304,610

as of September 30, 2024.

The Company expects

to continue to incur significant costs in pursuit of its operating and investment plans.

These costs exceed the Company’s existing

cash balance and net working capital.

These conditions raise substantial doubt about its ability to continue as a going concern.

and Subsidiaries

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

of September 30, 2024 the Company has $ 1,587,086 of

unrestricted cash.

Upon completion of the Business Combination, the Company’s consolidated cash balance increased due to the

PIPE investments of $ 10,075,002 ,

and $ 1,564,086

of trust account proceeds, net of redemptions and related fees.

The combined company is also required to make various payments including

SPAC transaction costs incurred upon the close of the Business Combination.

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”).

Upon the terms and subject to the satisfaction of the conditions set forth in the Purchase Agreement, the Company

will have the right, in its sole discretion, to sell up to $ 50,000,000

of newly issued shares of the Company’s

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.

No sales of shares of Common Stock have taken place under the Purchase Agreement as of the date on which these unaudited

condensed consolidated financial statements were available to be issued.

of the date on which these unaudited condensed consolidated financial statements were available to be issued, 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 issuance of equity or receive additional borrowings to fund the Company’s operating and investing activities over the

These 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

of Significant Accounting Policies

significant accounting policies applied in the Legacy Stardust Power’s audited consolidated financial statements as of and for the period March

16, 2023 (inception) through December 31, 2023, as disclosed in the Company’s Registration Statement on Form S-4/A filed with the

SEC on May 8, 2024, are applied consistently in these unaudited interim condensed consolidated financial statements.

Loss per Share

Company adopted ASC 260, “Earnings per Share” , at its inception.

Basic net loss per share is calculated by dividing

the net loss by the weighted average number of Common Stock outstanding for the period.

Diluted loss per share is calculated by dividing

the Company’s net loss available to common stockholders by the diluted weighted average number of shares outstanding for the period.

The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as at the first of the year

for any potentially dilutive debt or equity.

Potential common shares from unvested restricted stock options, earnouts

and common stock warrants are computed using the treasury stock method.

Contingently issuable shares are included in basic EPS only when

there is no circumstance under which those shares would not be issued.

the Business Combination has been accounted for as a reverse recapitalization, the consolidated financial statements of the merged

entity reflect the continuation of Legacy Stardust Power consolidated financial statements.

Legacy Stardust Power equity has been

retroactively adjusted to the earliest period presented to reflect the legal capital of the legal acquirer, GPAC II.

net loss per share was also retrospectively adjusted for periods ended prior to the Business Combination.

See Note 3 for details of

this recapitalization.

following table sets forth the computation of the basic and diluted net loss per share:

OF BASIC AND DILUTED NET LOSS PER SHARE

Three months ended

June 30, 2024

Six months ended

June 30, 2024

Basic and diluted net (loss) income per Ordinary Share:

Allocation of (loss) income– basic and diluted

September 30, 2024

September 30, 2023

Nine months ended

September 30,

March 16, 2023

(inception) through

$ ( 10,092,312 )

2 unchanged sentences

$ ( 2,828,585 )

Basic and diluted weighted average Ordinary Shares:

Basic and diluted (loss) income per Ordinary Share

Three months ended

June 30, 2023

Six months ended

June 30, 2023

Basic and diluted net (loss) income per Ordinary Share:

Allocation of (loss) income– basic and diluted

Basic and diluted weighted average Ordinary Shares:

Basic and diluted (loss) income per Ordinary Share

Concentration

of Credit Risk :

Company can have significant cash balances at financial institutions which throughout the year may exceed the federally insured limit

of $ 250,000 .

Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial

condition, results of operations, and cash flows.

and Cash Equivalents :

Company considers all highly liquid instruments with original maturities of three months or less when acquired to be cash equivalents.

The Company had no cash equivalents at June 30, 2024 and December 31, 2023.

Value Measurements :

Company complies with FASB ASC 820, “Fair Value Measurements” (“ASC 820”), for its financial assets and

liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that

are re-measured and reported at fair value at least annually.

As of June 30, 2024 and December 31, 2023, the carrying values of

cash, prepaid expenses, accounts payable, accrued expenses and promissory notes payable – related party (including the

extension promissory note) approximate their fair values primarily due to the short-term nature of the instruments.

value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction

between market participants at the measurement date.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs

used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets

or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

These tiers include:

1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted

prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,

such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy.

those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input

that is significant to the fair value measurement.

of Estimates :

preparation of condensed consolidated financial statements in conformity with U.S.

GAAP requires the Company’s management to make

estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities

at the date of the condensed consolidated balance sheet and the reported amounts of expenses during the reporting period.

Making estimates

requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition,

situation or set of circumstances that existed at the date of the condensed consolidated financial statements, which management considered

in formulating its estimate, could change in the near term due to one or more future confirming events.

One of the more significant estimates

included in these condensed consolidated financial statements is the determination of the fair value of the warrant liability.

Such estimates

may be subject to change as more current information becomes available and accordingly the actual results could differ significantly

from those estimates.

Company complies with the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A— “Expenses

of Offering.” Costs incurred in connection with preparation for the Public Offering totaled approximately $ 17,054,000 including

$ 16,500,000 of underwriters’ discount.

Such costs were allocated among the temporary equity and warrant liability components, based

on their relative fair value.

Upon completion of the Public Offering, approximately $ 16,254,000 has been charged to temporary equity

for the temporary equity components and approximately $ 800,000 has been charged to other expense for the warrant liability.

A Ordinary Shares Subject to Possible Redemption :

discussed in Note 3, all of the 30,000,000 Class A Ordinary Shares sold as part of the Units (as defined below) in the Public Offering

contain a redemption feature that allows for the redemption under the Company’s liquidation or tender offer/shareholder approval

In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security

to be classified outside of permanent equity.

Ordinary liquidation events, which involve the redemption and liquidation of all of the

entity’s equity instruments, are excluded from the provisions of FASB ASC 480.

All of the Public Shares are redeemable, and are

subject to redemption on the enclosed condensed consolidated balance sheets.

11, 2023, in connection with the vote to approve the 2023 Extension Amendment Proposal the holders of 26,068,281 Class A Ordinary Shares

of the Company exercised their right to redeem their shares for cash at a redemption price of approximately $ 10.167 per share for an

aggregate redemption amount of approximately $ 265,050,000 reducing the number of Class A Ordinary Shares to 3,931,719 .

January 9, 2024, in connection with the vote to approve the 2024 Extension Amendment Proposal, the holders of 2,137,134 Class A Ordinary

Shares of the Company exercised their right to redeem their shares for cash at a redemption price of approximately $ 11.05 per share for

an aggregate redemption amount of approximately $ 23,615,000 reducing the number of Class A Ordinary Shares from 3,931,719 to 1,794,585 .

June 27, 2024, in connection with the Special Meeting to approve the Business Combination and other related matters, the holders

of 1,660,035 Class A Ordinary Shares of the Company exercised their right to redeem their shares for cash at a redemption price of approximately

$ 11.38 per share for an aggregate redemption amount of approximately $ 18,893,209 reducing the number of Class A Ordinary Shares from

1,794,585 to 134,550 .

Subsequently on July 3, 2024 holders of 2,877 GPAC II Class A Ordinary Share s

reversed their redemptions , resulting in a total of 137,427

GPAC II Class A Ordinary Shares outstanding as of July 3, 2024 .

Company recognizes changes immediately as they occur and adjusts the carrying value of the securities at the end of each reporting period.

Increases or decreases in the carrying amount of redeemable Class A Ordinary Shares are affected by adjustments to additional paid-in

Accordingly, 134,550 and 3,931,719 shares, respectively, were classified outside of permanent deficit at June 30, 2024 and December

Weighted average shares outstanding

Net loss per share, basic and diluted

following potentially dilutive shares were excluded from the computation of diluted net loss per share attributable to common stockholders

for the periods presented, because including them would have had an anti-dilutive effect:

OF ANTI-DILUTIVE EFFECT

September 30, 2024

September 30, 2023

Unvested common stock – restricted shares (Note 5)

Restricted Stock options

Restricted Stock Units

Performance Stock units

Sponsor Earnout Shares (Note 3) *

Public warrants

Private placement warrants

* The Sponsor Earnout

Shares (as defined in the Business Combination Agreement) were not included for purposes of calculating the number of diluted shares outstanding as of September 30, 2024, as the Sponsor

earnout shares remain contingently forfeitable, as the conditions have not been met

and Subsidiaries

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Transaction Costs

accordance with ‘Codification of Staff Accounting Bulletins – Topic 5:

Miscellaneous Accounting A.

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 $ 1,005,109

of related costs incurred towards the proposed public offering which are presented within current assets in the unaudited condensed

consolidated balance sheets as at December 31, 2023.

During the nine months ended September 30, 2024, the Company deferred $ 6,496,114

of related costs incurred towards the proposed public offering.

After the consummation of the Business

Combination, costs allocated to equity-classified instruments amounting to $ 7,501,223

were recorded as a reduction to additional paid-in capital.

As disclosed in the “Going Concern” note above, subsequent

to the quarter end, the Company entered into the Purchase Agreement with B.

Riley Principal Capital II.

The Company has

deferred $ 199,724 of related costs incurred towards this offering which is presented within current assets in the unaudited condensed

consolidated balance sheet as at September 30, 2024.

If the offering is terminated, the deferred

offering costs will be expensed.

and Contingencies

conditions may exist as at the date the unaudited condensed consolidated financial statements are issued, which may result in a loss

to the Company, but which will only be resolved when one or more future events occur or fail to occur.

The Company assesses such contingent

liabilities, and such assessment inherently involves an exercise of judgment.

The Company monitors the arrangements that are subject

to guarantees in order to identify if the obligor who is responsible for making the payments fails to do so.

If the Company determines

it is probable that a loss has occurred, then any such estimable loss would be recognized under those guarantees.

The methodology used

to estimate potential loss related to guarantees considers the guarantee amount and a variety of factors, which include, depending on

the counterparty, the latest financial position of the counterparty, actual defaults, historical defaults, and other economic conditions.

Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on

the Company’s financial position, results of operations or cash flows.

However, there is no assurance that such matters will not

materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

March 13, 2024, Legacy Stardust Power and IGX Minerals LLC (“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 the Company, and other factors.

connection with the entering into the non-binding IGX LOI, the Company 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.

August 19, 2024, Legacy Stardust Power entered into a promissory note arrangement with IGX (the “IGX Note”) for $ 176,000

to allow the Company to potentially be able to

enter into related agreements and partnerships with IGX.

The IGX Note carries an interest rate of 6 %

with a maturity date of December

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 Bureau of Land Management fees and county land maintenance fees, notice of intent and associated filing fees for the claims owned

If the Company acquires an interest in any of the IGX Claims, the balance of the promissory note shall be credited as part of the Company’s

investment and IGX shall not be required to repay the note.

The promissory note including interest amounting to $177,215 is outstanding as on September 30, 2024 and presented

under current assets on the condensed consolidated balance sheet.

March 15, 2024, Legacy Stardust Power and Usha Resources Ltd.

(“Usha Resources”) entered into a non-binding letter of intent, except

for certain binding terms such as those relating to the exclusivity period until November 30, 2024 (the “Jackpot LOI”) to

acquire an interest in Usha Resources’ lithium brine project, situated in the United States.

The contemplated transaction is

subject to entering into a definitive agreement, due diligence by the Company, and other factors.

The Company has made a non-refundable

payment of $ 25,000

upon execution of the Jackpot LOI in connection with securing exclusivity and a further $ 50,000

payment (the “Second Payment”) was made by the Company on May 14, 2024;

provided that the Second Payment shall be

non-refundable except if Usha Resources breaches the terms of the Jackpot LOI at which point Usha Resources shall refund the Second

Payment together with all out-of-pocket expenses (including the fees and expenses of legal counsel, accountants and other advisors

hereof) incurred by the Company.

If the parties enter into definitive agreements pursuant to the Jackpot LOI, (i) depending on the

earn-in level, the total consideration could total up to $ 26,025,000

over five years inclusive of up to $ 18,025,000

in payments comprising cash and stock and a work commitment of $ 8,000,000 .

Upon completion of the full earn-in, including net smelter royalty buyback, Usha Resources would retain 10% of the project and a 1%

net smelter royalty and would be carried in the joint venture’s (formed between Usha Resources and the Company) receipt of a

formal decision to mine following completion of a feasibility study.

Usha Resources is in the process of conducting additional water

testing with respect to a second hole.

Given the early stage of this project, the full scope of any additional financing that may be

required is not fully known;

however, the Company has not entered into any arrangement for financing outside of the Jackpot LOI.

May 14, 2024, Company made the second payment as stated above and is presented as a deposit under other long-term assets on the

unaudited condensed consolidated balance sheet.

October 10, 2023, Legacy Stardust Power entered into a non-binding (except for the confidentiality provision) letter of intent with

QX Resources Limited, an Australian limited liability company (“QXR”), to negotiate an agreement to work together

collaboratively and in good faith to assess the lithium brines contained in QXR’s Liberty Lithium Brine Project (the

QXR is earning into 75% of the Project situated in Inyo County, California, by way of an earn-in agreement

with IG Lithium LLC (“IGL”) and QXR intends to use either evaporation or direct extraction technology to produce a

concentrated lithium product or other lithium products.

On August 16, 2024, the Company entered into a promissory note

arrangement with IGL (the “IGL Note”) for $ 316,000 to

allow the Company to enter into related agreements and future partnerships with IGL on the Project.

The IGL Note carries an interest

with a maturity date of July

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 IGL.

The promissory note including interest amounting to $318,182 is outstanding as on September 30, 2024 and presented

under current assets on the condensed consolidated balance sheet.

Pre-Acquisition Capital Project Costs

Company has an exclusive option purchase agreement with the City of Muskogee, Oklahoma for 66 acres of undeveloped tract (excluding

wetlands and creeks).

The option was scheduled to end on the earlier of February 29, 2024, the date the property is purchased, or

the termination of the agreement by either party.

The agreement allows for two three-month extensions, provided that the Company is

performing due diligence and pursuing permits and approvals.

Non-refundable option payments of $ 25,000 and

$ 75,000 were

made on June 8, 2023, and October 10, 2023, respectively.

The Company has capitalized these payments as pre-acquisition capital

project costs as at September 30, 2024 and December 31, 2023 because these payments would be credited against the full purchase

price of the land upon acquisition.

On January 10, 2024, the Company entered into an agreement to exercise the option and purchase

the land for an additional amount of $ 1,562,030 .

Title to the land is pending to be transferred in the Company’s name as at September 30, 2024.

On May 2, 2024, and July 30,

2024 the Company paid the first and second non-refundable extension payment of $ 33,333 and

respectively.

Shares subject to possible redemption consist of the following:

of Ordinary Shares Subject to Redemption Consist

Gross proceeds of Public Offering

$ 300,000,000

Proceeds allocated to Public Warrants

( 14,100,000 )

Offering costs

( 16,254,000 )

Accretion of carrying value to redemption value

Subtotal at inception and at December 31, 2021

Accretion of carrying value to redemption value

Class A Ordinary Shares subject to possible redemption at December 31, 2022

$ 304,675,000

Class A Ordinary Shares redeemed on January 11, 2023

( 265,050,000 )

( 26,068,281 )

Accretion of carrying value to redemption value

Balance at December 31, 2023

Public Shares redeemed on January 9, 2024

( 23,768,000 )

( 2,137,134 )

Accretion of carrying value to redemption value

Balance at March 31, 2024 (unaudited)

Public Shares redeemed on June 27, 2024

( 18,893,000 )

The Company has capitalized these payments as pre-acquisition capital project costs as at September 30, 2024 because

these payments would be credited against the full purchase price of the land upon acquisition.

The Company capitalized an

additional $ 1,770,821 towards

pre-acquisition capital project costs related to front-end loading and environmental studies done during the nine months ended

September 30, 2024.

and Subsidiaries

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Stock-Based Compensation

Company accounts for stock options, restricted stock units (“RSUs”), performance stock units (“PSUs”), to employees,

consultants and other advisors, and directors based on their estimated fair value on the date of grant.

The fair value of the Company’s

stock options are measured based on the grant-date fair value which is calculated using a Black-Scholes option pricing model The Company

evaluates the assumptions used to value option awards upon each grant of stock options.

The fair value of RSUs awarded is based on the

closing price of the Company’s common stock, as reported on The Nasdaq Global Select Market on the date of grant.

The fair value

and derived service period of PSUs with market-based conditions is estimated using the Monte Carlo valuation model.

The Company evaluates

the assumptions used to value PSU awards upon each grant of PSUs.

compensation expense associated with service and market-based conditions will be recognized over the longer of the expected achievement

period for the service condition and market condition.

The Company generally recognizes stock-based compensation expense for RSUs on

a straight-line basis over the vesting term.

Stock-based compensation expense associated with PSUs is recognized over the longer of the

expected achievement period for the performance condition and the service condition.

The Company accounts for forfeitures as they occur.

Issued Accounting Pronouncements Not Yet Adopted

Company has reviewed the accounting pronouncements issued during the nine months ended September 30, 2024 and concluded they were either

not applicable or not expected to have a material impact on the Company’s unaudited condensed consolidated financial statements.

3 – REVERSE RECAPITALIZATION

mentioned above in Note 1, the Business Combination was closed on July 8, 2024 and has been accounted for a reverse recapitalization

because Legacy Stardust Power has been determined to be the accounting acquirer pursuant to ASC 805 based on the evaluation of the

following facts and circumstances:

Power shareholders who controlled Legacy Stardust Power prior to the Business Combination, retained the majority voting interest in

the Combined Company immediately after the Business Combination;

Stardust Power has the ability to elect a majority of the members of the Combined Company’s governing body;

Stardust Power’s senior management makes up the senior management of the Combined Company;

Combined Company assumed Stardust Power’s name.

Therefore, as there was no change in control, the Business Combination was accounted for as a common control transaction

with respect to Legacy Stardust Power along with a reverse recapitalization of the Company.

the Business Combination, while GPAC II was the legal acquirer, it has been treated as the “acquired” company for financial

reporting purposes.

Accordingly, the Business Combination was treated as the equivalent of Legacy 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, with no goodwill or other intangible assets recorded.

following the Business Combination, there were 47,736,650

shares of Common Stock outstanding with a par value of $ 0.0001

The above includes 1,000,000 Sponsor Earnout

Shares which were also issued at closing.

While the Earnout Shares are legally

issued and restricted, they are not considered outstanding for accounting purposes until resolution of the earnout

Additionally, there were 5,566,667

Private Placement Warrants (defined below) and 4,999,929

of the Company’s detachable redeemable warrants and distributable

redeemable warrants (the “ Public Warrants”) outstanding representing a right to purchase 10,566,596

prior to the closing of the Business Combination, the total number of Legacy Stardust Power ordinary shares issued and outstanding was

Further, as consideration for certain Class A ordinary shareholders entering into NRAs agreeing not to redeem or to reverse any redemption

demands previously submitted, the Company issued 127,777

Class A ordinary shares of Stardust Power.

shares are fully vested, nonforfeitable equity instruments.

to the Business Combination Agreement, the former owners of Legacy Stardust Power were granted and will have the ability to earn, in

the aggregate, an additional 5,000,000

shares of Common Stock (“Merger Earnout Shares”) if the daily volume weighted average price of the Common Stock is

greater than or equal to $ 12.00 for

any 20 trading days within a 30 trading day period (or a change of control of the Company occurs), during the period commencing on

the Closing Date and ending on the eighth anniversary of the Closing Date.

There are no service conditions or any requirement for

the participants to provide goods or services in order to vest in the Merger Earnout Shares.

Accordingly, we determined that the

Merger Earnout Shares are not within the scope of ASC 718.

Further, since the Merger Earnout Shares represent a freestanding

equity-linked financial instrument, we evaluated the requirements of ASC 480 and concluded that the Merger Earnout Shares should not

be classified as a liability and instead is a financial instrument within the scope of ASC 815.

Merger Earnout Share arrangement contains two exercise contingencies – the daily volume weighted average stock price and a

change of control neither of which is based on an observable market or an observable index other than one based on the

Company’s stock.

Further, with respect to settlement provisions, we noted that no provisions impact the fixed number of shares to be issued upon settlement, except for adjustments for standard anti-dilutive provisions.

Furthermore, the equity classification

conditions in ASC 815-40-25 are also met.

Therefore, in accordance with ASC 815-40, the Earnout Shares are indexed to the Common

Stock and are accordingly classified as equity.

As the merger is accounted for as a reverse recapitalization, the fair value of the

Earnout Share arrangement as of the merger date, amounting to $ 25,071,000 has

been accounted for as an equity transaction (as a deemed dividend) as of the closing date of the merger.

Earnout Shares were valued using the following assumptions under the Monte Carlo Model that assumes optimal exercise of the

Company’s redemption option at the earliest possible date:

OF ASSUMPTIONS UNDER THE MONTE CARLO MODEL

Market price of public stock

Expected term (years)

Risk-free interest rate

Dividend rate

and Subsidiaries

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

number of shares of Common Stock issued and outstanding immediately following the consummation of the Business Combination

OF COMMON STOCK ISSUED AND OUTSTANDING

Stardust Power rollover equity (1)(2)

GPAC II public shareholders (3)(4)

Sponsor (5)(6)

Non-redemption shares (8)

Total Shares issued

and Outstanding

Includes eight shareholders, whose shares are not subject to

lock-up or transfer restrictions.

shares of Combined Company Common S tock issued in

exchange for shares of Legacy Stardust Power Common Stock with the conversion of the SAFE notes and convertible equity agreements and

(ii) 41,499,772

shares of Combined Company Common Stock issued in accordance with the Business Combination Agreement underlying the Exchanged

Company Restricted Common Stock.

Excludes 4,999,929 Public Warrants that converted automatically

into a whole warrant exercisable for one share of Common Stock.

Reflects the reclassification of $ 1,564,086 of cash held in

trust account, after reversal of redemptions of 2,877 shares at $ 11.38 per share, post June 30, 2024, resulting in a net increase of

$ 1,564,086 , net of redemptions, in cash.

Excludes 5,566,667 Private Placements Warrants that converted

automatically into a whole warrant exercisable for one share of Common Stock.

Includes 1,000,000

Sponsor Earnout Shares (as defined in the Business Combination Agreement).

While the Earnout Shares are legally issued, they are subject to forfeiture based on vesting conditions not being met.

(See Note 13).

Reflects the receipt of $ 10,075,002 of PIPE proceeds resulting

in issuance of 1,077,541 shares with the corresponding impact of $ 108 in Combined Company Common S tock and the balance impact being booked

to additional paid-in capital.

Includes 127,777 shares of Combined Company Common Stock issued to GPAC II shareholders

entering into NRAs.

the closing of the Business Combination and the PIPE financing, the Company received net cash proceeds of $ 9,154,761 .

The following

table reconciles the elements of the Business Combination to the unaudited condensed consolidated statements of cash flows and the

unaudited condensed consolidated statements of stockholders’ deficit for the quarter ended September 30,

OF ELEMENTS OF BUSINESS COMBINATION

Recapitalization

Cash proceeds from GPAC II, net of redemptions

Cash proceeds from PIPE financing

Cash payment of assumed liabilities of GPAC II

Settlement of sponso r promissory notes

$ ( 1,562,834 )

Accretion of carrying value to redemption value

Balance at June 30, 2024 (unaudited)

ASC 740 prescribes a recognition threshold and a measurement attribute for the balance sheet recognition and measurement of tax positions

taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than not to be

sustained upon examination by taxing authorities.

The Company’s management determined that the Cayman Islands is the Company’s

major tax jurisdiction.

There were no unrecognized tax benefits as of June 30, 2024 and December 31, 2023.

The Company recognizes interest

and penalties related to unrecognized tax benefits as income tax expense.

No amounts were accrued for the payment of interest and penalties

at June 30, 2024 or December 31, 2023.

The Company is currently not aware of any issues under review that could result in significant

payments, accruals or material deviation from its position.

The Company has been subject to income tax examinations by major taxing authorities

since inception.

Company is considered a Cayman Islands exempted company and is presently not subject to income taxes or income tax filing requirements

in the Cayman Islands or the United States.

As such, the Company’s tax provision was zero for the periods presented.

The Company’s

management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s

specific terms and applicable authoritative guidance in FASB ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”).

The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability

pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether

the warrants are indexed to the Company’s own Ordinary Shares, among other conditions for equity classification.

This assessment,

which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period

end date while the warrants are outstanding.

issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component

of additional paid-in capital at the time of issuance.

For issued or modified warrants that do not meet all the criteria for equity classification,

the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date

Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the unaudited condensed

consolidated statement of operations.

Costs associated with issuing the warrants accounted for as liabilities are charged to operations

when the warrants are issued.

Company evaluated subsequent events and transactions that occurred after the date of the unaudited condensed consolidated balance

sheet through the date that the unaudited condensed consolidated financial statements were available to be issued and has concluded

that all such events that would require adjustment or disclosure in the unaudited condensed consolidated financial statement have

been recognized or disclosed.

July 8, 2024, GPAC II completed its Business Combination with Stardust Power.

Refer to notes 1 and 3 for details.

deregistered as a Cayman Islands exempted company and domesticate as a Delaware corporation.

As per the Business Combination

Agreement, the 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.

With the consummation of the business combination, the underwriters waived their commission fees.

Accounting Pronouncements :

August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, “Debt — Debt with Conversion and Other

Options” (Subtopic 470-20) and “Derivatives and Hedging — Contracts in Entity’s Own Equity” (Subtopic 815-40)

(“ASU 2020-06”), to simplify accounting for certain financial instruments.

ASU 2020-06 eliminates the current models that

require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope

exception guidance pertaining to equity classification of contracts in an entity’s own equity.

The new standard also introduces

additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity.

ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible

ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis.

The Company has

adopted this standard for its Extension promissory notes and there is no impact to the unaudited condensed consolidated financial statements

– related party as further discussed in Note 4.

does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a

material effect on the Company’s unaudited condensed consolidated financial statements.

3 – Public Offering

January 14, 2021, the Company consummated the Public Offering and sale of 30,000,000 units at a price of $ 10.00 per unit (the “Units”).

Each Unit consists of one share of the Company’s Class A Ordinary Shares, one-sixth of one detachable redeemable warrant (the “Detachable

Redeemable Warrants”) and the contingent right to receive, in certain circumstances, in connection with the Business Combination,

one-sixth of one distributable redeemable warrant for each Public Share that a Public Shareholder holds and does not redeem in connection

with the Company’s initial Business Combination (the “Distributable Redeemable Warrants,” and together with the Detachable

Redeemable Warrants, the “Redeemable Warrants”).

Each whole Redeemable Warrant offered in the Public Offering is exercisable

to purchase one of the Company’s Class A Ordinary Shares.

Only whole Redeemable Warrants may be exercised.

Under the terms of the

warrant agreement, the Company has agreed to use its commercially reasonable efforts to file a new registration statement under the Securities

Act, following the completion of the Company’s initial Business Combination covering the Class A Ordinary Shares issuable upon

the exercise of warrants.

No fractional shares will be issued upon exercise of the Redeemable Warrants.

If, upon exercise of the Redeemable

Warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the

nearest whole number the number of Class A Ordinary Shares to be issued to the Redeemable Warrant holder.

Each Redeemable Warrant will

become exercisable on the later of 30 days after the completion of the Company’s initial Business Combination or 12 months from

the closing of the Public Offering and will expire five years after the completion of the Company’s initial Business Combination

or earlier upon redemption or liquidation.

However, if the Company does not complete its initial Business Combination on or prior to

the New Termination Date, the Redeemable Warrants will expire at the end of such period.

If the Company is unable to deliver registered

Class A Ordinary Shares to the holder upon exercise of a Redeemable Warrant during the exercise period, there will be no net cash settlement

of these Redeemable Warrants and the Redeemable Warrants will expire worthless, unless they may be exercised on a cashless basis in the

circumstances described in the warrant agreement.

Once the Redeemable Warrants become exercisable, the Company may redeem the outstanding

Redeemable Warrants in whole and not in part at a price of $ 0.01 per Warrant upon a minimum of 30 days’ prior written notice of

redemption, only in the event that the last sale price of the Class A Ordinary Shares equals or exceeds $ 18.00 per share for any 20 trading

days within the 30 -trading day period ending on the third trading day before the Company sends the notice of redemption to the Redeemable

Warrant holders, and that certain other conditions are met.

Once the Redeemable Warrants become exercisable, the Company may also redeem

the outstanding Redeemable Warrants in whole and not in part at a price of $ 0.10 per Warrant upon a minimum of 30 days’ prior written

notice of redemption, only in the event that the closing price of the Class A Ordinary Shares equals or exceeds $ 10.00 per share on the

trading day prior to the date on which the Company sends the notice of redemption, and that certain other conditions are met.

closing price of the Class A Ordinary Shares is less than $ 18.00 per share (as adjusted) for any 20 trading days within a 30 -trading

day period ending three trading days before the Company sends the notice of redemption to the warrant holders, the Private Placement

Warrants must also concurrently be called for redemption on the same terms as the outstanding public warrants, as described above (the

“Public Warrants”).

If issued, the Distributable Redeemable Warrants are identical to the Redeemable Warrants and together

represent the Public Warrants.

Company had granted the underwriters a 45 -day option to purchase up to 2,500,000 Units to cover any over-allotments, at the Public Offering

price less the underwriting discounts and commissions, and such option was exercised in full at the closing of the Public Offering and

included in the 30,000,000 Units sold on January 14, 2021.

Company paid an underwriting discount of 2.0 % of the per Unit price, $ 6,000,000 , to the underwriters at the closing of the Public Offering,

and there is a deferred underwriting fee of 3.5 % of the per Unit price, $ 10,500,000 , which is payable upon the completion of the Company’s

initial Business Combination.

During the six months ended June 30, 2024, both of the underwriters agreed to waive their right to the

deferred underwriting fee in connection with the completion of a business combination.

As such, the $ 10,500,000 liability will be reversed

in connection with the closing of an initial business combination.

approved the 2023 Extension Amendment Proposal at the extraordinary general meeting held on January 11, 2023 (the “2023

Extension Meeting”) and on January 11, 2023, in connection with the 2023 Extension Amendment Proposal vote, the holders of

26,068,281 Class A Ordinary Shares of the Company properly exercised their right to redeem their shares for an aggregate price of

approximately $ 10.167 per share, for an aggregate redemption amount of approximately $ 265,050,166 .

In addition, 4,344,714 contingent

redeemable warrants will no longer be available to the former holders of the 26,068,281 Class A Ordinary Shares redeemed and so the

carrying amount of those warrants, approximately $ 130,000 , was removed from the warrant liabilities on the unaudited condensed

consolidated balance sheet.

January 9, 2024, in connection with the 2024 Extension Meeting, holders of 2,137,134 Class A Ordinary Shares exercised their right to

redeem their shares for cash at a redemption price of approximately $ 11.05 per share, for an aggregate redemption amount of approximately

Net cash proceeds upon closing of the Business Combination and PIPE financing

Non-cash net liabilities assumed from GPAC II

Net charge to additional paid-in-capital

as a result of the Business Combination reported in stockholder’s (deficit)

Legacy Stardust Power incurred $ 7,501,223 as transaction costs related to the Business Combination.

Refer Note 2 Deferred Transaction Costs for details.

Earnout Shares

part of the closing of the Business Combination, the Company issued 1,000,000 shares to Global Partner Sponsor II, LLC (the

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 Common Stock price equals or exceeds $12.00 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 Common Stock price equals or exceeds $14.00 per

share for a period of 20 trading days in a 30 trading day period.

There are no service conditions or any requirement for the

participants to provide goods or services in order to vest in the Sponsor Earnout Shares.

Accordingly, we determined that the

Sponsor Earnout Shares are not within the scope of ASC 718.

The accounting for the Sponsor Earnout Shares was evaluated under ASC

Topic 480, “Distinguishing Liabilities from Equity”, and ASC Subtopic 815-40, “Derivatives and Hedging — Contracts

in Entity’s Own Equity”, to determine if the Sponsor Earnout Shares should be classified as a liability or within equity.

the analysis, it was determined that the Sponsor Earnout Shares subject to vesting are freestanding from other shares of Combined

Company Common Stock held by the Sponsor and do not meet the criteria in ASC 815-40 to be considered indexed to the Combined Company

Common Stock, due to the settlement provisions including a change in control component which could impact the number of the Sponsor

Earnout Shares are ultimately settled for, which is not an input to a fixed-for-fixed option pricing model.

As a result, the Sponsor

Earnout Shares will be classified as a liability.

Subsequent changes in the fair value of the Sponsor Earnout shares will be

reflected in the consolidated statement of operations.

Upon the occurrence of a change in control, any remaining unvested Sponsor Earnout Shares become vested.

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 September 30, 2024, the fair value of Sponsor Earnout Shares amounted to $ 2,972,800 .

Sponsor Earnout Shares were valued using the following assumptions under the Monte Carlo Model that assumes optimal exercise of the Company’s

redemption option at the earliest possible date:

OF ASSUMPTIONS UNDER THE MONTE CARLO MODEL

September 30, 2024

Market price of public stock

Expected term (years)

Risk-free interest rate

Dividend rate

4 – COMMON STOCK

July 8, 2024, the Common Stock and warrants began trading on Nasdaq under the ticker symbols “SDST” and “SDSTW”,

respectively.

share of Common Stock is entitled to one vote.

The holders of Common Stock are also entitled to receive dividends whenever funds are

legally available and when declared by the board of directors (the “Board”), subject to prior rights of the convertible

preferred stockholders.

Shares of Common Stock issued and outstanding on the unaudited condensed consolidated balance sheet and

unaudited condensed consolidated statement of stockholders’ deficit includes shares related to restricted stock that are

subject to repurchase.

Company is authorized to issue 700,000,000 and 100,000,000

shares, par value of $ 0.0001

per share, of Common Stock and Preferred stock, respectively.

At September 30, 2024, the Company had 47,872,445

shares of Common Stock issued and outstanding.

Not reflected in the shares issued and outstanding as of September 30, 2024 is

approximately 321,370

shares of Common Stock related to restricted stock units that vested in 2024 but have not yet been settled and issued.

December 31, 2023, the Company had 41,499,772 shares

of common stock, par value $ 0.0001 ,

issued and outstanding.

and Subsidiaries

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

5 – STOCK BASED COMPENSATION

the Business Combination has been accounted for as a reverse recapitalization, the unaudited condensed consolidated financial

statements of the merged entity reflect the continuation of Legacy Stardust Power, Inc.

financial statements.

Legacy Stardust Power’s.

equity has been retroactively adjusted to the earliest period presented to reflect the legal capital of the legal acquirer,

As a result, the number of shares was also retrospectively adjusted for periods ended prior to the Business

Issued at Inception

March 16, 2023 (inception of Legacy Stardust Power), certain employees and service providers participated in the purchase of restricted

Common Stock of Legacy Stardust Power aggregating to 2,531,232

Out of the total, certain restricted

stock vested immediately and remaining unvested restricted stock aggregating to 1,191,980

shares vests over 24

months subject to service conditions and accelerated

vesting upon certain events.

The agreements also contain a repurchase option noting that if the employee or service provider is terminated,

for any reason, the Company has the right and option to repurchase the service provider’s unvested restricted Common Stock.

all shareholders purchased the shares at par value and the shares had no incremental value beyond the par value as at that date,

during the periods from March 16, 2023 (inception) through September 30, 2023 and nine months ended September 30, 2024, the stock based

compensation expense impact is insignificant.

As at September 30, 2024, 125,411

outstanding shares had not vested and the weighted average remaining contractual period of the unvested restricted stock is 0.5

Any shares subject to repurchase by the Company are not deemed, for accounting purposes, to be outstanding until those

The amount to be recorded as liabilities associated with shares issued with repurchase rights were immaterial as at September

30, 2024 and December 31, 2023.

stock activity for the nine months ended September 30, 2024 and balances as at the end of September 30, 2024 were as follows:

SCHEDULE OF RESTRICTED STOCK ACTIVITY

Restricted Stock

Number of shares

Weighted Average Grant-Date Fair Value

Unvested as of December 31, 2023

Unvested as of September 30, 2024

Incentive Plan

March 16, 2023 (inception), the Legacy Stardust Power stockholders approved the 2023 Equity Incentive Plan and 2,301,120

shares of the Company’s Common Stock were reserved for issuance thereunder.

During the nine months ended September 30, 2024

the Board adopted a resolution to increase the number of shares of Common Stock authorized for issuance under the 2023 Equity

Incentive Plan by 1,150,560

shares of Common Stock.

During the period from March 16, 2023 (inception) through September 30, 2023, there were no

grants under the 2023 Equity Incentive Plan.

Stock Options

October and November 2023, Legacy Stardust Power granted options for 2,278,108 shares of stock options under the 2023 Equity Incentive Plan:

options were granted to employees, and 92,045 options were granted to a consultant.

The employee grants vest over a period of 3 to 5

years, and the consultant grant vests over 18 months.

The options granted to both employees and the consultant were exercisable at the

exercise price of $ 0.0065 .

the options under the 2023 Equity Incentive Plan were early-exercised by grantees.

Accordingly, the Company received a total amount of

$ 14,850 towards the early exercise of these options during the period from March 16, 2023 (inception) through December 31, 2023 and recorded

a liability against the early exercise of these options.

December 14, 2023, the Company repurchased 920,448 unvested shares that were granted to an employee under the 2023 Equity Incentive Plan

at the original exercise price of $ 0.0065 .

The Company repaid a total amount of $ 6,000 for the repurchase of these early exercised shares

from the employee in January 2024.

The amount was charged against the ‘Early exercised shares option liability’.

to the quarter ended September 30, 2024, the Company repurchased 25,575

unvested shares that were granted to a consultant and 230,105

unvested shares that were granted to an employee under the 2023 Equity Incentive Plan at the original exercise price of $ 0.0065 .

early exercised shares liability amounting to $ 7,667 and $ 8,650 is outstanding as at September 30, 2024, and December 31, 2023, respectively,

and is presented under ‘Early exercised shares option liability’ on the unaudited condensed consolidated balance sheet.

option activity for the nine months ended September 30, 2024, and balances as at the end of September 30, 2024 were as follows:

SCHEDULE OF STOCK OPTION ACTIVITY

Unvested as at December 31, 2023

Unvested as at September 30, 2024

and Subsidiaries

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

compensation expense for stock options was as follows:

SCHEDULE OF COMPENSATION EXPENSE FOR STOCK OPTION

September 30, 2024

September 30, 2023

Nine months ended

September 30, 2024

March 16, 2023

(inception) through

September 30, 2023

Three months ended

September 30, 2024

September 30, 2023

Nine months ended

September 30, 2024

March 16, 2023

(inception) through

September 30, 2023

General and administrative expenses

at September 30, 2024, total unvested compensation cost for stock options granted to employees not yet recognized was $ 424,924 .

expects to recognize this compensation over a weighted average period of approximately 2.85 years.

weighted average fair value of options granted during period from March 16, 2023 (inception) through December 31, 2023 are provided below.

The fair value was estimated on the date of grant using the Black-Scholes pricing model with the assumptions indicated below:

SCHEDULE OF FAIR VALUE ASSUMPTIONS

Expected option life (years)

5.07 - 5.93 years

Expected volatility

Risk-free interest rate at grant date

3.84 - 3.86 %

In addition, 356,189 contingent Distributable Redeemable Warrants will no longer be available to the former holders of the

2,137,134 Class A Ordinary Shares redeemed and so the carrying amount of those warrants has been removed from the warrant liabilities

on the unaudited condensed consolidated balance sheet at June 30 2024.

June 27, 2024, in connection with the Shareholder meeting to approve Business Combination and other matters, holders of 1,660,035 Class

A Ordinary Shares exercised their right to redeem their shares for cash at a redemption price of approximately $ 11.38 per share, for

an aggregate redemption amount of approximately $ 18,893,209 .

In addition, 276,673 contingent Distributable Redeemable Warrants will no

longer be available to the former holders of the 1,660,035 Class A Ordinary Shares redeemed and so the carrying amount of those warrants

has been removed from the warrant liabilities on the unaudited condensed consolidated balance sheet at June 30 2024.

4 – Related Party Transactions

2020, the Sponsor purchased 7,187,500 Class B Ordinary Shares (the “Founder Shares”) for $ 25,000 (which amount was paid directly

for organizational costs and costs of the Public Offering by the Sponsor on behalf of the Company), or approximately $ 0.003 per share.

In January 2021, the Company effected a share capitalization resulting in there being an aggregate of 7,500,000 Founder Shares issued.

The Founder Shares are substantially identical to Class A Ordinary Shares included in the Units sold in the Public Offering except that

the Founder Shares that are currently still Class B Ordinary Shares will automatically convert into Class A Ordinary Shares, on a one-for-one

basis, at the time of the initial Business Combination, or at any time prior thereto at the option of the holder, and are subject to

certain transfer restrictions, as described in more detail below, and the Founder Shares are subject to vesting as follows:

the completion of a Business Combination and then 12.5% on each of the attainment of Return to Shareholders (as defined in the agreement)

exceeding 20%, 30%, 40% and 50%.

Certain events, as defined in the agreement, could trigger an immediate vesting under certain circumstances.

Founder Shares that do not vest within an eight-year period from the closing of the Business Combination will be cancelled.

Sponsor agreed to forfeit up to 625,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the

underwriters.

The underwriters exercised their over-allotment option in full and therefore such shares are no longer subject to forfeiture.

addition to the vesting provisions of the Founder Shares discussed in Note 7, the Company’s initial shareholders have agreed not

to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of the Company’s

initial Business Combination, or (B), subsequent to the Company’s initial Business Combination, if (x) the last sale price of the

Company’s Class A Ordinary Shares equals or exceeds $ 12.00 per share (as adjusted for share splits, share dividends, reorganizations,

recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the Company’s

initial Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction

after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Ordinary

Shares for cash, securities or other property.

Placement Warrants:

Sponsor purchased from the Company an aggregate of 5,566,667 warrants at a price of $ 1.50 per warrant (a purchase price of $ 8,350,000 )

in a private placement that occurred simultaneously with the completion of the Public Offering (the “Private Placement Warrants”).

Each Private Placement Warrant entitles the holder to purchase one Class A Ordinary Share at $ 11.50 per share.

The purchase price of

the Private Placement Warrants was added to the proceeds from the Public Offering, net of expenses of the offering and working capital

to be available to the Company, to be held in the Trust Account pending completion of the Company’s initial Business Combination.

The Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) will

not be transferable, assignable or saleable until 30 days after the completion of the initial Business Combination and they will be non-redeemable

so long as they are held by the Sponsor or its permitted transferees.

If the Private Placement Warrants are held by someone other than

the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders

on the same basis as the warrants included in the Units being sold in the Public Offering.

Otherwise, the Private Placement Warrants

have terms and provisions that are identical to those of the Redeemable Warrants being sold as part of the Units in the Public Offering

and have no net cash settlement provisions.

the Company does not complete a Business Combination, then the proceeds from the sale of the Private Placement Warrants will be part

of the liquidating distribution from the Trust Account to the Public Shareholders and the Private Placement Warrants issued to the Sponsor

will expire worthless.

Company’s initial shareholders and the holders of the Private Placement Warrants are entitled to registration rights pursuant to

a registration and shareholder rights agreement.

These holders will be entitled to make up to three demands, excluding short form registration

demands, that the Company registers such securities for sale under the Securities Act.

In addition, these holders will have piggyback

registration rights to include their securities in other registration statements filed by the Company.

The Company will bear the expenses

incurred in connection with the filing of any such registration statements.

There will be no penalties associated with delays in registering

the securities under the registration and shareholder rights agreement.

loans - In November 2020, the Sponsor agreed to loan the Company up to an aggregate of $ 300,000 by drawdowns of not less than $ 1,000

each against the issuance of an unsecured promissory note (the “Note” or “Notes payable – related party”)

to cover expenses related to the Public Offering.

The Note was non-interest bearing and payable on the earlier of December 31, 2021 or

the completion of the Public Offering.

As of the closing date of the Public Offering, the Company had drawn down approximately $ 199,000

under the Note, including approximately $ 49,000 of costs paid directly by the Sponsor, for costs related to costs of the Public Offering.

On January 14, 2021, upon closing of the Public Offering, all amounts outstanding under the Note were repaid and the Note is no longer

available to the Company.

working capital loans - On August 1, 2022, the Company issued a promissory note (the “August 1, 2022 Note” or “August

1, 2022 Notes payable – related party”) in the principal amount of up to $ 2,000,000 to its Sponsor.

The August 1, 2022 Note

was issued in connection with advances the Sponsor may make to the Company for expenses reasonably related to its business and the consummation

of the Business Combination.

The August 1, 2022 Note bears no interest and is due and payable upon the earlier to occur of (i) January

14, 2023 and (ii) the effective date of a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar

Business Combination.

As of June 30, 2024 and December 31, 2023, the outstanding principal balance under the August 1, 2022 Note was

$ 755,000 and $ 755,000 , respectively.

January 13, 2023, the Company and the Sponsor agreed to extend the date of maturity of the August 1, 2023 Note (as defined below) to

the earlier of (i) the Termination Date, (ii) the consummation of a Business Combination of the Company and (iii) the liquidation of

January 3, 2023, the Company issued a promissory note (the “January 3, 2023 Note”) in the principal amount of up to $ 250,000

to its Sponsor.

The January 3, 2023 Note was issued in connection with advances the Sponsor may make to the Company for expenses reasonably

related to its business and the consummation of the Business Combination.

The January 3, 2023 Note bears no interest and is due and payable

upon the Business Combination.

As of June 30, 2024, no amounts have been drawn down and there was no outstanding principal balance under

the January 3, 2023 Note.

At the election of the Sponsor or its registered assigns or successors in interest (the “Payee”),

$ 250,000 of the unpaid principal amount of the January 3, 2023 Note may be converted into warrants of the Company,

at a price of $ 1.50 per warrant, each warrant exercisable for one Class A Ordinary Share, of the Company.

The warrants shall be identical

to the Private Placement Warrants issued to the Sponsor at the time of the Company’s Public Offering.

January 13, 2023, the Company issued the promissory note (the “January 13, 2023 Note”) in the principal amount of up to $ 4,000,000 ,

as amended on February 13, 2024, to its Sponsor.

The January 13, 2023 Note was issued in connection with advances the Sponsor may make

to the Company for contributions to the Trust Account in connection with the Extension and other expenses reasonably related to its business

and the consummation of the Business Combination.

The January 13, 2023 Note bears no interest and is due and payable upon the Business

At the election of the Payee, up to $ 1,750,000 of the January 13, 2023 Note may be converted, at the option of the lender,

into Warrants, at a price of $ 1.50 per warrant, each warrant exercisable for one Class A Ordinary Share of the Company.

shall be identical to the Private Placement Warrants issued to the Sponsor at the time of the Public Offering.

the three and six months ended June 30, 2024, the Company made drawdowns aggregating approximately $ 185,000 and $ 646,000 , respectively,

under the January 13, 2023 Note, for working capital and in order to pay extension payments.

the three and six months ended June 30, 2023, the Company made drawdowns aggregating approximately $ 506,000 and $ 1,454,000 , respectively,

under the January 13, 2023 Note in order to pay extension payments and for working capital.

The Company records such notes at

par value and believes that the fair value of the conversion feature is not material based upon the trading price of the similarly termed

Public Warrants.

At June 30, 2024 and December 31, 2023, the outstanding principal balance under the January 13, 2023 Note was approximately

$ 3,372,000 and $ 2,726,000 , respectively.

Subsequent to June 30, 2024, as part of the Closing

of the Business Combination, the Sponsor forgave the repayment of the promissory notes payable - related party (including the extension

promissory note).

Administrative

Services Agreement:

Company has agreed to pay $ 25,000

a month to the Sponsor for office space and rent and for the services to be provided by one or more investment professionals,

creation and maintenance of the Company’s website, and miscellaneous additional services.

Services commenced on the date the

securities are first listed on Nasdaq and will terminate upon the earlier of the consummation by the Company of an initial Business

Combination or the liquidation of the Company.

On June 30, 2024, the Sponsor waived the administrative fee payable.

General and administrative

expenses include a credit of $ 350,000

and $ 275,000

for the three and six months ended June 30, 2024, respectively for this waiver.

General and administrative expenses include a charge

and $ 150,000

for the three and six months ended June 30, 2023, respectively for this agreement.

As at June 30, 2024 and December 31, 2023, $ 0

and $ 275,000 ,

respectively, were due to the Sponsor.

5 – Accounting for Warrant Liability

June 30, 2024 and December 31, 2023, there were 10,557,453

and 11,221,954

warrants, respectively, outstanding including 4,990,786

Public Warrants and 5,566,667

Private Placement Warrants outstanding at June 30, 2024 and 5,655,286

Dividend yield

to the absence of an active market for the Company’s Common Stock at the time of the grant, the Company utilized methodologies in accordance with the

framework of the American Institute of Certified Public Accountants Technical Practice Aid (Valuation of Privately Held Company

Equity Securities Issued as Compensation) to estimate the fair value of its Common Stock.

In determining the exercise prices for

options granted, the Company has considered the estimated fair value of the Common Stock as at the grant date.

The estimated fair

value of the Common Stock has been determined at each grant date based upon a variety of factors, including the business, financial

condition and results of operations, economic and industry trends, the illiquid nature of the Common Stock, the market performance

of peer group of similar publicly traded companies, and future business plans of the Company.

Significant changes to the key

assumptions underlying the factors used could result in different fair values of Common Stock at each valuation date.

Company based the risk-free interest rate on a U.S.

Treasury Bond Yield with a term substantially equal to the option’s expected

Company based the expected volatility on a blend of historical volatility and implied volatility derived from price of publicly traded

shares of peer group of similar companies.

expected term represents the period that stock based awards are expected to be outstanding.

The expected term for option grants is

determined using the simplified method which represents the average of the contractual term of the option and the weighted average

vesting period of the option.

The Company considers this appropriate as there is not sufficient historical information available to

develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior.

April and June 2024, Legacy Stardust Power granted 2,024,985

restricted stock units (“2023 Plan RSUs”) to employees under the 2023 Equity Incentive Plan.

These 2023 Plan RSUs are

subject to a service-based vesting requirement, and a liquidity plus service-based vesting requirement, which is defined as

completion of a go public transaction or change in control.

In order for any shares to vest, both the service-based vesting

requirement and the liquidity plus service-based vesting requirement must be satisfied with respect to such shares.

The liquidity

conditions were met on July 8, 2024 upon consummation of the Business Combination, and therefore compensation expenses related to these awards began to be recognized in the quarter ended September

30, 2024 using a graded vesting method over the requisite service period.

activity for the nine months ended September 30, 2024, and balances as at the end of September 30, 2024 were as follows:

SCHEDULE OF RESTRICTED STOCK ACTIVITY

Unvested as at December 31, 2023

Unvested as at September 30, 2024

compensation expense for RSUs was as follows:

OF COMPENSATION EXPENSE FOR RESTRICTED STOCK UNITS

September 30, 2024

September 30, 2023

Nine months ended

September 30, 2024

March 16, 2023

(inception) through

September 30, 2023

Three months ended

September 30, 2024

September 30, 2023

Nine months ended

September 30, 2024

March 16, 2023

(inception) through

September 30, 2023

General and administrative expenses

at September 30, 2024, total unvested compensation cost for RSUs granted to employees not yet recognized was $ 12,051,682 .

expects to recognize this compensation over a weighted average period of approximately 3 years.

and Subsidiaries

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Equity Incentive Plan

Board adopted, and the stockholders of the Company approved, the 2024 Equity Incentive Plan in September 2024.

The maximum number of shares with respect to one or more awards that may be granted to any one participant during any calendar

year shall be 4,673,665

shares of Common Stock.

The 2024 Equity Incentive Plan provides for the grant of stock options, RSUs, PSUs share appreciation

rights, restricted shares, dividend equivalents, substitute awards, and other share or cash-based awards (such as cash bonus awards

and performance awards) for issuance to employees or consultants of the Company (or any of the Company’s parents or

subsidiaries), or directors of the Company.

September 16, 2024, the Company granted (a) 1,504,296

RSUs to independent directors, officers, employees

and consultants which are subject to a service based vesting requirement, (b) 74,000

RSUs fully vested as of the date of grant to

consultants and (c) 506,596

PSUs to employees with a service and market condition.

These PSUs cliff vest at the end of a three-year term subject to share

price based market condition (i.e., the volume weighted average price of the Common Stock is greater than or equal to $ 12.00

per share for a period of 20 trading days in any 30

trading day period or there is a change of control, or the PSUs are otherwise forfeited).

The compensation expense for these RSUs and

PSUs were recognized on a straight line basis over the term of the award.

Given the absence of a public trading market prior to the closing of the Business Combination, the Legacy Stardust

Power board of directors considered numerous objective and subjective factors to determine the fair value of its common stock at each

These factors included, but were not limited to:

(i) independent contemporaneous third-party valuations of common stock;

the prices for the Company’s convertible notes sold to outside investors;

(iii) the rights and preferences of convertible preferred

stock relative to common stock;

(iv) the lack of marketability of its common stock;

(v) developments in the business;

and (vi) the likelihood

of achieving a liquidity event, such as an IPO, given prevailing market conditions.

Subsequent to the closing of the Business Combination,

the fair value of common stock is based on the closing price of the Company’s common stock, as reported on The Nasdaq Global Select

Market on the date of grant.

activity for the nine months ended September 30, 2024, and balances as at the end of September 30, 2024 were as follows:

SCHEDULE OF RESTRICTED STOCK ACTIVITY

Number of shares

Unvested as at December 31, 2023

Unvested as at September 30, 2024

compensation expense for RSUs was as

OF COMPENSATION EXPENSE FOR RESTRICTED STOCK UNITS

September 30, 2024

September 30, 2023

Nine months ended

September 30, 2024

March 16, 2023

(inception) through

September 30, 2023

Three months ended

September 30, 2024

September 30, 2023

Nine months ended

September 30, 2024

March 16, 2023

(inception) through

September 30, 2023

General and administrative expenses

at September 30, 2024, total unvested compensation cost for RSUs granted to employees and non employee directors not yet recognized

was $ 6,964,717 .

The Company expects to recognize this compensation over a weighted average period of approximately 3.04

at September 30, 2024, total unvested compensation cost for RSUs granted to the consultants not yet recognized was $ 10,293,051 .

We expect to recognize this compensation over a period of approximately 4

The estimated grant date fair value of the PSUs was

determined using a Monte Carlo simulation valuation model.

Assumptions used in the valuation were as follows:

SCHEDULE OF ESTIMATED GRANT DATE FAIR VALUE OF PSU

Fair value of Common Stock

Selected volatility

Risk-free interest rate

Contractual terms (years)

PSU activity for the nine months ended September

30, 2024, and balances as at the end of September 30, 2024 were as follows:

OF PERFORMANCE SHARES UNITS ACTIVITY

Number of shares

Unvested as at December 31, 2023

Unvested as at September 30, 2024

The compensation expense for PSUs was as follows:

OF COMPENSATION EXPENSE FOR RESTRICTED STOCK UNITS

Three months ended

September 30, 2024

September 30, 2023

Nine months ended

September 30, 2024

March 16, 2023

(inception) through

September 30, 2023

General and administrative expenses

As at September 30, 2024, total unvested compensation

cost for PSUs granted to employees not yet recognized was $ 3,363,929 .

The Company expects to recognize this compensation over a weighted

average period of approximately 2.96 years.

and Subsidiaries

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

6 – ACCOUNTING FOR WARRANTS LIABILITY

Company established the initial fair value of the Private Placement and Public Warrants on July 8, 2024, the date of consummation of

the Business Combination, and revalued the warrants on September 30, 2024.

Each Warrant entitles the holder to purchase one share of

Common Stock at $ 11.50 per

For additional terms refer to the Company’s

Registration Statement on Form S-4/A filed with the SEC on May 8, 2024.

At September 30, 2024 and December 31, 2023, there

were 10,430,800

warrants, outstanding respectively, including 4,864,133

Public Warrants and 5,566,667

Private Placement Warrants outstanding at December 31, 2023.

An aggregate of 4,977,576

of the original 5,000,000

contingent redeemable warrants that would have been exercisable by the former holders of the 1,660,035 Class A Ordinary Shares

redeemed in June 2024, the 2,137,134

Class A Ordinary Shares redeemed in January 2024 and the 26,068,281

Class A Ordinary Shares redeemed in January 2023 are no longer available for exercise.

Company’s warrants are not indexed to the Company’s Ordinary Shares in the manner contemplated by ASC Section 815-40-15 because

the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares.

As such, the Company’s

warrants are accounted for as warrant liabilities which are required to be valued at fair value at each reporting period.

Private Placement Warrants outstanding at September 30, 2024 and Nil

Public and Private Placement Warrants outstanding at December 31, 2023.

During the three months ended September 30, 2024, 135,796 Public Warrants were exercised at a price of $ 11.50 , generating proceeds of

$ 1,561,655 .

Each Warrant entitles the holder to purchase one share of Common Stock at $ 11.50 per share.

Once the Public Warrants

become exercisable, the Company may redeem the outstanding Public Warrants in whole and not in part at a price of $0.01 per warrant upon

a minimum of 30 days’ prior written notice of redemption, only in the event that the last sale price of the Common Stock equals

or exceeds $18.00 per share for any 20 trading days within the 30-trading day period ending on the third trading day before the Company

sends the notice of redemption to the Public Warrant holders, and that certain other conditions are met.

Once the Public Warrants become

exercisable, the Company may also redeem the outstanding Public Warrants in whole and not in part at a price of $0.10 per warrant upon

a minimum of 30 days’ prior written notice of redemption, only in the event that the closing price of the common stock equals or

exceeds $10.00 per share on the trading day prior to the date on which the Company sends the notice of redemption, and that certain other

conditions are met.

If the closing price of the common stock is less than $18.00 per share (as adjusted) for any 20 trading days within

a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders, the Private

Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants.

Company, in no event later than twenty (20) Business Days after the closing of its initial Business Combination, shall use its commercially

reasonable efforts to file with the Commission a registration statement for the registration, under the Securities Act, of the Ordinary

Shares issuable upon exercise of the warrants.

The Company shall use its commercially reasonable efforts to cause the same to become

effective within sixty (60) Business Days following the closing of its initial Business Combination and to maintain the effectiveness

of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance

with the provisions of this Agreement.

any such registration statement has not been declared effective by the sixtieth (60th) Business Day following the closing of the Business

Combination, holders of the warrants shall have the right, during the period beginning on the sixty-first (61st) Business Day after the

closing of the Business Combination and ending upon such registration statement being declared effective by the Commission, and during

any other period when the Company shall fail to have maintained an effective registration statement covering the issuance of the Ordinary

Shares issuable upon exercise of the warrants, to exercise such warrants on a “cashless basis,” by exchanging the warrants

(in accordance with Section 3(a)(9) of the Securities Act or another exemption) for that number of Ordinary Shares equal to the lesser

the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the warrants, multiplied by the excess

of the Fair Market Value less the warrant Price by (y) the Fair Market Value and

0.361 per warrant (“a settlement cap” for accounting purposes).

The Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants.

the Private Placement Warrants are not redeemable by the Company as long as they are held by the Sponsor or its permitted transferees.

the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants

will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants.

Company’s warrants are not indexed to the Company’s Common Stock in the manner contemplated by ASC Section 815-40-15

because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares.

Further, there

is a settlement cap for Public Warrants, and Private Placement Warrants upon transfer from Sponsor or permitted transferees to other

holders, if the holder elects to exercise warrants on a cashless basis if the Company fails to maintain an effective

registration statement covering the Common Stock issuable upon warrant exercises throughout the term of the warrants.

Maintenance of

an effective registration statement is not an input to the fair value option model for a fixed-for-fixed option or forward.

As such, the Company’s warrants are accounted for as derivative warrant liabilities which are required to be valued at fair

value at each reporting period.

following tables present information about the Company’s warrant liabilities that are measured at fair value on a recurring basis

at June 30, 2024 and December 31, 2023 and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine

such fair value:

at September 30, 2024 and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Schedule of Warrant Liabilities that are Measured at Fair Value on a Recurring Basis

Quoted price in active markets

Significant other observable input

Significant other unobservable input

Warrant liabilities

Public warrants

Private placement warrants

Warrant liability

At December 31,

At September 30,

Quoted price in active markets

5 unchanged sentences

Warrant liability

June 30, 2024 and December 31, 2023 the Company valued its Public Warrants by reference to the publicly traded price of the Public Warrants.

The Company valued its Private Placement Warrants based on the closing price of the Public Warrants since they are similar instruments.

September 30, 2024 the Company valued its Public Warrants by reference to the publicly traded price of the Public Warrants.

valued its Private Placement Warrants based on the closing price of the Public Warrants since they are similar instruments.

warrant liabilities are not subject to qualified hedge accounting.

Company’s policy is to record transfers at the end of the reporting period.

During the three months ended June 30, 2024 the

Company transferred its Public Warrants from Level 2 to Level 1 based on the trading of the Public Warrants.

During the three months

ended March 31, 2024 the Company transferred its Public Warrants from Level 1 to Level 2 based on the trading of the Public

There were no transfers during the year ended December 31, 2023.

6 – Trust Account and Fair Value Measurement

Company complies with FASB ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting

period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

the closing of the Public Offering and the private placement, a total of $ 300,000,000 was deposited into the Trust Account.

further discussed in these notes to unaudited condensed consolidated financial statements, on June 27, 2024, in connection with the Special Meeting to approve Business Combination and other matters, holders of 1,660,035 Class A Ordinary Shares exercised their right to redeem

their shares for cash at a redemption price of approximately $ 11.38 per share, for an aggregate redemption amount of approximately $ 18,893,209 .

Further, on January 9, 2024, in connection with the 2024 Extension Meeting, holders of 2,137,134 Class A Ordinary Shares exercised their

right to redeem their shares for cash at a redemption price of approximately $ 11.05 per share, for an aggregate redemption amount of

approximately $ 23,615,000 .

Further, on January 11, 2023, in connection with the 2023 Extension Meeting, holders of 26,068,281 Class A

Ordinary Shares exercised their right to redeem their shares for cash at $ 10.16 per share, for an aggregate redemption amount of approximately

The Company’s policy is to record transfers between levels at

the end of the reporting period.

There were no transfers during the three and nine months ended September 30, 2024.

7 – INVESTMENT

October 2023, Legacy Stardust Power subscribed to and purchased 13,949,579 ordinary shares ( 1.26 % of the total equity) of QXR, an Australian limited liability company whose ordinary shares are listed on the Australian Securities Exchange (“ASX”),

for $ 200,000 .

This investment in the ordinary shares of QXR has been made for strategic purposes and specifically with an intention

to gain access for conducting feasibility studies for the production of lithium products from the lithium brine surface anomaly identified

over the 102 square-kilometer Liberty Lithium Brine Project in SaltFire Flat, California, for which QXR has a binding option to purchase agreement and operating agreement to earn a 75% interest from IGL

(“the Earn-in Venture”).

The Company is not a direct party to the Earn-in Venture and accordingly has no direct or indirect

economic or controlling interest either in the Project or in any of the associated rights originating from the Earn-in Venture held by

The Company will conduct feasibility studies to assess the lithium brine at its own cost and if successful, will have the

option to execute a commercial off-take agreement with QXR for the supply of brine from the Project.

No formal off-take agreement

has been executed as at September 30, 2024.

Further, no material expenses have been incurred towards the feasibility studies during the

three and nine months ended September 30, 2024.

All costs associated with the feasibility studies would be expensed as incurred.

Company neither has a controlling financial interest nor does it exercise significant influence over QXR.

Accordingly, the investment

in QXR’s ordinary shares does not result in either the consolidation or application of equity method of accounting for the

QXR’s ordinary shares are listed on the ASX with a readily determinable fair value and change in fair value is recognized

in the unaudited condensed consolidated statement of operations.

Accordingly, the investment in these securities has been recorded at

cost at initial recognition and at fair value of $ 67,562 and $ 218,556 as at September 30, 2024 and December 31, 2023, respectively.

Company recognized a gain of $ 11,678 and a loss of $ 150,994 for the three and nine months ended September 30, 2024, respectively and

$ Nil for both the three months ended September 30, 2023 and for the period from March 16, 2023 (inception) to September 30, 2023, respectively,

due to change in fair value of securities in the unaudited condensed consolidated statement of operations.

Further, this investment in

securities has been disclosed outside of current assets on the unaudited condensed consolidated balance sheet in accordance with ASC

210-10-45-4 because the investment has been made for the purpose of affiliation and continuing business reasons as described above.

8 – SIMPLE AGREEMENT FOR FUTURE EQUITY (SAFE NOTES)

June 6, 2023, Legacy Stardust Power received $ 2,000,000

in cash from a single investor and funded a SAFE note on August 15, 2023.

The funds were received from an unrelated third party,

through its entity which is currently being managed under the purview of an investment management agreement between them and VIKASA

Capital Advisors, LLC (a related party) in consideration for which VIKASA Capital Advisors, LLC is paid-investment management

November 20, 2023, Legacy Stardust Power received an additional $ 2,000,000

in cash from a single investor, which, along with the $ 1,000,000

deposit received in September 2023, funded a new $ 3,000,000

On February 23, 2024, the Company entered into a third SAFE note and received an additional $ 200,000

in cash from a single investor.

and Subsidiaries

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SAFE notes were classified as a liability based on evaluating characteristics of the instrument and is presented at fair value as a

non-current liability in the Company’s unaudited condensed consolidated balance sheets.

The SAFE notes provide the Company 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 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.

The terms for SAFE notes were amended on November 18, 2023 for both the original and new

issuance to introduce a discount rate of 20 %

to the lowest price per share of preferred stock sold or the listing price of the Company’s Common Stock upon consummation of

a SPAC transaction or IPO.

Additionally, the SAFE notes provide the investor certain rights upon an equity financing, change in control

or dissolution.

March 21, 2024, Legacy Stardust Power entered into a financing commitment and equity line of credit agreement with American Investor

Group Direct LLC (“AIGD”).

The agreement replaced the above contingent commitment feature of the SAFE notes, granting

the Company an option to drawdown up to an additional $ 15,000,000

on terms similar to the SAFE notes prior to the First Effective Time .

On April 24, 2024, the Company amended and restated the August 2023 SAFE note and the November 2023 SAFE.

On May 1, 2024, the

Company amended and restated the February 2024 SAFE note.

These amendments clarify the conversion mechanism in connection with the

Business Combination.

estimated fair value of the SAFE notes considered the timing of issuance and whether there were changes in the various scenarios

since issuance.

Pursuant to the consummation of the Business Combination, the SAFE notes converted into 636,916

Common Stock shares of the Company and therefore no further fair valuation was required as at September 30, 2024.

As at December 31,

2023, the fair value of the SAFE notes was $ 5,212,200 ,

and is 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 is not

SAFE notes and/or pari preferred equity.

9 – CONVERTIBLE NOTES

April 24, 2024, Legacy Stardust Power entered into a convertible equity agreement (“convertible notes”) for $ 2,000,000

Further, the Company entered into separate convertible equity agreements with other individuals for a total of $ 100,000

in April 2024, based on similar terms to the AIGD convertible equity agreement.

The convertible notes were classified as a liability

based on evaluating characteristics of the instrument and were presented at fair value as a non-current liability in the

Company’s unaudited condensed consolidated balance sheets as at June 30, 2024.

The estimated fair value of the convertible

notes considered the timing of issuance and whether there were changes in the various scenarios since issuance.

The convertible

notes had no interest rate or maturity date, no description of dividend and no participation rights.

The liquidation preference of

the convertible 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 is not convertible and/or pari preferred

to the consummation of the Business Combination and in accordance with the terms of the convertible equity agreements, the

convertible notes converted into 257,216

shares of the Company’s Common Stock and therefore no further fair valuation was required as at September 30, 2024.

and Subsidiaries

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

10 – FAIR VALUE MEASUREMENTS

following tables summarize the Company’s assets and liabilities that are measured at fair value in the unaudited condensed consolidated

financial statements:

SCHEDULE OF ASSETS AND LIABILITIES ARE MEASURED AT FAIR VALUE

Fair Value Measurements as at December 31, 2023

Other noncurrent assets:

Investment in equity securities (a)

Total financial assets

Fair Value Measurements as at September 30, 2024

Other noncurrent assets:

Investment in equity securities (a)

Total financial assets

Fair Value Measurements as at December 31, 2023

SAFE notes (b)

Sponsor earnout shares (c)

Total financial liabilities

Fair Value Measurements as at September 30, 2024

Sponsor earnout shares (c)

Total financial liabilities

( a ) These represent

equity investments with a readily determinable fair value.

The Company has measured its investments to fair value in accordance with

ASC 321, Investments-Equity Securities, based on quoted prices in active markets.

valuation of the Level 3 measurement considered the probabilities of the occurrence of the scenarios as discussed in Note 2 the

audited consolidated financial statements of Legacy Stardust Power and notes thereto for the period March 16, 2023 (inception) to

December 31, 2023 included in the Company’s Registration Statement on Form S-4/A filed with the SEC on May 8,

Level 3 earnout liability, the Company assesses the fair value of expected earnout liability at each reporting period

using the Monte Carlo Method, which is consistent with the initial measurement of the expected earnout consideration.

value measurement is considered a Level 3 measurement because the Company estimates projections during the earnout period utilizing

various potential pay-out scenarios.

The Monte Carlo simulation method repeats a process thousands of times in an attempt to predict

all the possible future outcomes.

At the end of the simulation, several random trials produce a distribution of outcomes that are

then analyzed to determine the average present value of earnout.

Change in the fair value of

earnout liability is reflected in our unaudited condensed consolidated statements of operations.

and Subsidiaries

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

following table provides a reconciliation of activity and changes in fair value for the Company’s SAFE notes, convertible

notes and Sponsor earnout liability:

SCHEDULE OF RECONCILIATION OF ACTIVITY AND CHANGES IN FAIR VALUE

SAFE notes at fair value

Convertible notes at fair value

Sponsor Earnout liability at fair value

Balance as at March 16, 2023 (inception)

Issuance of notes

Change in fair value

Balance as at June 30, 2023

Issuance of notes

Change in fair value

Balance as at September 30, 2023

Issuance of notes

Change in fair value

Balance as at December 31, 2023

Issuance of notes

Change in fair value

Balance as at March 31, 2024

Issuance of notes

Change in fair value

Balance as at June 30, 2024

Issuance of common stock upon conversion

( 6,367,200 )

Company classifies its U.S.

government treasury bills and equivalent securities (when it owns them) as held to maturity in accordance

with FASB ASC 320, “Investments – Debt and Equity Securities.” Held-to-maturity securities are those securities which

the Company has the ability and intent to hold until maturity.

Money market funds are valued at market.

funds in the Trust Account were held in an interest-bearing cash account at June 30, 2024 and December 31, 2023.

7 – Shareholders’ Deficit

authorized Ordinary Shares include 500,000,000 Class A Ordinary Shares and 50,000,000 Class B Ordinary Shares or 550,000,000 Ordinary

Shares in total.

The Company may (depending on the terms of the Business Combination) be required to increase the authorized number of

shares at the same time as its shareholders vote on the Business Combination to the extent the Company seeks shareholder approval in

connection with its Business Combination.

Except with respect to matters pertaining to directors prior to the Business Combination, holders

of the Company’s Class A Ordinary Shares and Class B Ordinary Shares vote together as a single class and are entitled to one vote

for each Class A Ordinary Shares and Class B Ordinary Shares.

Founder Shares are subject to vesting as follows:

50% upon the completion of a Business Combination and then an additional 12.5% on the

attainment of each of a series of certain “shareholder return” targets exceeding 20%, 30%, 40% and 50%, as further defined

in the agreement.

Certain events, as defined in the agreement, could trigger an immediate vesting under certain circumstances.

Shares that do not vest within an eight-year period from the closing of the Business Combination will be cancelled.

June 30, 2024 and December 31, 2023, there were 100,000 and 7,500,000 , respectively, Class B Ordinary Shares issued and outstanding,

and 7,400,000 and 0 , respectively, Class A Ordinary Shares issued and outstanding (after deducting 134,550 and 3,931,719 , respectively,

Class A Ordinary Shares subject to possible redemption at June 30, 2024 and December 31, 2023).

Company is authorized to issue 5,000,000 preference shares, par value $ 0.0001 (the “Preference shares”), with such designations,

voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

2024 and December 31, 2023, there were no Preference shares issued or outstanding.

8 – Commitments and Contingencies

Combination Costs:

connection with identifying an initial Business Combination candidate and negotiating an initial Business Combination, the Company has

entered into, and may enter into additional, engagement letters or agreements with various consultants, advisors, professionals and others.

The services under these engagement letters and agreements are material in amount and in some instances include contingent or success

Contingent or success fees (but not deferred underwriting commission) would be charged to operations in the quarter that an initial

Business Combination is consummated.

In most instances (except with respect to the Company’s independent registered public accounting

firm), these engagement letters and agreements are expected to specifically provide that such counterparties waive their rights to seek

repayment from the funds in the Trust Account.

and Uncertainties:

— Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably

possible that the pandemic could have an effect on the Company’s unaudited condensed financial position, results of operations

and/or search for a target company and/or a target company’s unaudited condensed financial position and results of its operations,

the specific impact is not readily determinable as of the date of these unaudited condensed consolidated financial statements.

unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Closures — Management acknowledges that the Company depends on a variety of U.S.

and multi-national financial institutions for

banking services.

Market conditions can impact the viability of these institutions, which in effect will affect the Company’s ability

to maintain and provide assurances that it can access its cash and cash equivalents in a timely manner or at all.

Any inability to access

or delay in accessing these funds could adversely affect the Company’s liquidity, business and financial condition.

Conflicts — The impact of ongoing and evolving military conflicts, including the invasion of Ukraine by Russia and the Israel-Hamas

war, and economic sanctions and countermeasures on domestic and global economic and geopolitical conditions in general is not determinable

as of the date of these condensed consolidated financial statements.

June 20, 2024, GPAC II entered into subscription agreements (the “PIPE Subscription Agreements”) with a large institutional

investor and two other investors (the “PIPE Investors”) pursuant to which the PIPE Investors agreed to purchase in a private

placement, 1,077,541 shares of GPAC II common stock at a price of $ 9.35 per share, for an aggregate commitment amount of $ 10,075,000

(the “PIPE Investment”).

The PIPE Subscription Agreements provide, among other things, that the PIPE Investment is conditioned

upon the consummation of the transactions contemplated by the Business Combination Agreement.

purpose of the PIPE Investment is to raise additional capital for use by the Company following the consummation of the transactions contemplated

by the Business Combination (the “Closing”).

The PIPE Subscription Agreements contain customary representations and warranties

for each of GPAC II and the PIPE Investors, and customary conditions to closing, including the consummation of the transactions contemplated

by the Business Combination Agreement.

( 2,571,400 )

Sponsor earnout liability recognized on closing of Business Combination

Change in fair value

Balance as at September 30, 2024

valuation of the Level 3 measurement for SAFE notes considered the probabilities of the occurrence of the scenarios as discussed in

Note 2 of the audited consolidated financial statements and notes thereto for the period March 16, 2023 (inception) to December 31,

2023 included in the Company’s Registration Statement on Form S-4/A filed with the SEC on May 8, 2024.

The Company valued the

SAFE notes based on the occurrence of the preferred financing or a SPAC transaction.

As of the date of initial measurement and

December 31, 2023, the management has assigned zero probability for a change in control event or a dissolution event.

the consummation of the Business Combination and in accordance with the terms of the convertible equity and SAFE note agreements,

the SAFE notes and convertible notes converted into 257,216

shares of the Company’s Common Stock.

11 – PROMISSORY NOTES

March 2023, Legacy Stardust Power entered into unsecured notes payable with three related parties as described in Note 13.

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

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 3.71 %.

at September 30, 2024, the Company had $ 840,000 available to draw.

12 – SEGMENT REPORTING

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 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 assessed.

has a single, common management team and our cash flows are reported and reviewed with no distinct cash flows.

13 – RELATED PARTY TRANSACTIONS

Legacy Stardust Power entered into a service agreement with VIKASA Capital Partners LLC (“VCP”) on March 16, 2023, for services associated

with setting up a lithium refinery.

VCP provides formation and organization structure advisory, capital market advisory, marketing advisory

services and other consulting and advisory services with respect to the Company’s organization.

Under the service agreement and

subsequent amendments, VCP can be compensated for advisory services up to total of $ 1,050,000 , of which $ 980,000 has been incurred as of

September 30, 2023.

and Subsidiaries

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 16, 2023, Legacy Stardust Power entered into a consulting agreement with 7636 Holdings LLC, which was subsequently amended on April 1, 2023,

and also separately entered into an agreement with VIKASA Capital LLC.

The agreement primarily provides compensation for strategic, business,

financial, operations and industry advisory services to the Company’s planned development of a lithium refinery operation.

Company incurred the following expenses with related parties, which were all affiliates of the Company:

SCHEDULE OF EXPENSES WITH RELATED PARTIES

September 30, 2024

September 30, 2023

Nine Months Ended

September 30, 2024

March 16, 2023

(inception) through

September 30, 2023

Three months ended

September 30, 2024

September 30, 2023

Nine Months Ended

September 30, 2024

March 16, 2023

(inception) through

September 30, 2023

Consulting expenses under contract due to:

VIKASA Capital Partners LLC

7636 Holdings LLC

VIKASA Capital LLC

Total consulting expenses

Other expenses paid on the Company’s behalf due to:

VIKASA Capital LLC

VIKASA Capital Partners LLC

Total other expenses paid on the Company’s behalf

of September 30, 2023, $ 1,126,129 expenses were paid and $ 224,992 was due to related parties.

During the period from March 16, 2023

(inception) through September 30, 2023, the Company provided shares to shareholders in exchange for a subscription of $ 90 .

received the $ 90 on June 14, 2023.

As at September 30, 2024 and December 31, 2023, no amounts were due to related parties of the Company.

Legacy Stardust Power entered into notes payable agreement of $ 1,000,000 with the following related parties, which were all affiliates of the Company:

SCHEDULE OF RELATED PARTIES

September 30, 2024

September 30, 2023

Nine Months Ended September 30, 2024

Period from March 16, 2023 (inception) through September 30, 2023

Three months ended

September 30, 2024

September 30, 2023

Nine Months Ended

September 30, 2024

Period from March 16, 2023 (inception) through September

Energy Transition Investors LLC

VIKASA Clean Energy I LP

Roshan Pujari

Notes obtained from related parties

Capital LLC facilitated the initial funding of the notes obtained on behalf of the related parties.

As of September 30, 2023, $ 7,111

of interest on these notes was due to related

As at September 30, 2024 and December 31, 2023, the Company had repaid all the above notes.

14 - ACCRUED LIABILITIES AND OTHER CURRENT LIABILITIES :

OF ACCRUED LIABILITIES AND OTHER CURRENT LIABILITIES

September 30, 2024

December 31, 2023

Accrued expenses

Capital market advisory fees

Payroll liabilities

liabilities and other current liabilities

15 – SUBSEQUENT EVENTS

at September 30, 2024, final payment for the land in Muskogee has not been made and therefore title to the land is also pending transfer

to the Company’s name.

As of the date of the issue of these financial statements, the deadline for payment had passed, but the

Company obtained an extension from the City of Muskogee until November 19, 2024 to complete payment and transfer of title to the land.

The Company has entered into a 90-Day exclusivity

agreement with IRIS Metals (“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, in November 2024.

The agreement, which began on November 9,

2024, 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.

Company has evaluated subsequent events through the date the consolidated financial statements were available to be issued and there

are no other items that would have had a material impact on the Company’s unaudited condensed consolidated financial

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements