Stardust Power Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS Stardust Power Inc. and Subsidiaries CONDENSED CONSOLIDATED BALANCE SHEETS (all amounts in USD, except number of shares) As of September 30, 2024 As of December 31, 2023 (unaudited) ASSETS Current assets Cash $ 1,587,086 $ 1,271,824 Prepaid expenses and other current assets 1,024,850 426,497 Deferred transaction costs 199,724 1,005,109 Promissory notes issued 495,397 - Total current assets $ 3,307,057 $ 2,703,430 Computer and equipment, net 14,830 1,968 Pre-acquisition capital project costs 1,937,487 100,000 Investment in equity securities 67,562 218,556 Other long-term assets 50,000 - Total assets $ 5,376,936 $ 3,023,954 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current liabilities Accounts payable $ 6,494,165 $ 1,256,792 Accrued liabilities and other current liabilities 4,129,258 208,107 Current portion of early exercised shares option liability 4,408 2,990 Short-term loan 383,797 72,967 Total current liabilities $ 11,011,628 $ 1,540,856 SAFE notes - 5,212,200 Warrant liability 4,693,859 - Earnout liability 2,972,800 - Early exercised shares option liability 3,259 5,660 Total liabilities $ 18,681,546 $ 6,758,716 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 4,573 4,023 Additional paid-in capital 29,741,789 54,800 Accumulated deficit ( 43,050,972 ) ( 3,793,585 ) Total stockholders’ deficit $ ( 13,304,610 ) $ ( 3,734,762 ) Total liabilities and stockholders’ deficit $ 5,376,936 $ 3,023,954 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 1 Stardust Power Inc. and Subsidiaries CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (all amounts in USD, except number of shares) (Unaudited) September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 Three months ended Nine months ended Period from March 16, 2023 (inception) through September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 Revenue $ - $ - $ - $ - General and administrative expenses 8,980,965 1 778,455 1 11,483,389 1 1,902,653 1 Operating Loss ( 8,980,965 ) ( 778,455 ) ( 11,483,389 ) ( 1,902,653 ) Other income (expenses) SAFE note issuance costs - ( 29,655 ) - 2 ( 466,302 ) 2 Other transaction costs - ( 35,690 ) - 3 ( 452,519 ) 3 Interest income 3,397 - 3,397 - Interest expense ( 8,558 ) - ( 10,637 ) 4 ( 7,111 ) 4 Change in fair value of sponsor earnout shares 1,636,100 - 1,636,100 - Change in fair value of warrant liability ( 2,753,964 ) - ( 2,753,964 ) - Change in fair value of investment in equity securities 11,678 - ( 150,994 ) - Change in fair value of convertible notes - - ( 471,400 ) - Change in fair value of SAFE notes - - ( 955,000 ) - Total other expenses ( 1,111,347 ) ( 65,345 ) ( 2,702,498 ) ( 925,932 ) Net Loss $ ( 10,092,312 ) $ ( 843,800 ) $ ( 14,185,887 ) $ ( 2,828,585 ) Loss per share Basic $ ( 0.22 ) $ ( 0.02 ) $ ( 0.34 ) $ ( 0.07 ) Diluted $ ( 0.22 ) $ ( 0.02 ) $ ( 0.34 ) $ ( 0.07 ) Weighted average common shares outstanding Basic 45,171,254 40,453,289 41,694,909 40,367,188 Diluted 45,171,254 40,453,289 41,694,909 40,367,188 (1) Includes 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. (2) Includes 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. (3) Includes 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. (4) Includes 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. The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 2 Stardust Power Inc. and Subsidiaries CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT (all amounts in USD, except number of shares) (Unaudited) Shares Amount capital Deficit Deficit For three months ended September 30, 2023 Common Stock Additional paid-in Accumulated Total Stockholder’s Shares Amount capital Deficit Deficit Balance as at March 16, 2023 (inception) $ - $ - $ - $ - $ - Issuance of common stock 9,000,000 90 - - 90 Retroactive application of recapitalization 32,420,154 4,052 ( 4,052 ) - - Balance as at March 16, 2023 (inception) 41,420,154 $ 4,142 $ ( 4,052 ) $ - $ 90 Net loss - - - ( 245,505 ) ( 245,505 ) Balance as at March 31, 2023 41,420,154 $ 4,142 $ ( 4,052 ) $ ( 245,505 ) $ ( 245,415 ) Net loss - - - ( 1,739,280 ) ( 1,739,280 ) Balance as at June 30, 2023 41,420,154 $ 4,142 $ ( 4,052 ) $ ( 1,984,785 ) $ ( 1,984,695 ) Net loss - - - ( 843,800 ) ( 843,800 ) Balance as at September 30, 2023 41,420,154 $ 4,142 $ ( 4,052 ) $ ( 2,828,585 ) $ ( 2,828,495 ) For the period from March 16 (inception) through September 30, 2023 Common Stock Additional paid-in Accumulated Total Stockholder’s Shares Amount capital Deficit Deficit Balance as at March 16, 2023 (inception) $ - $ - $ - $ - $ - Issuance of common stock 9,000,000 90 - - 90 Retroactive application of recapitalization 32,420,154 4,052 ( 4,052 ) - - Balance as at March 16, 2023 (inception) 41,420,154 $ 4,142 $ ( 4,052 ) $ - $ 90 Net loss - - - ( 2,828,585 ) ( 2,828,585 ) Balance as at September 30, 2023 41,420,154 $ 4,142 $ ( 4,052 ) $ ( 2,828,585 ) $ ( 2,828,495 ) For three months ended September 30, 2024 Common Stock Additional paid-in Accumulated Total Stockholder’s Shares Amount capital Deficit Deficit Balance as at December 31, 2023 9,017,300 $ 87 $ 58,736 $ ( 3,793,585 ) $ ( 3,734,762 ) Retroactive application of recapitalization 32,482,472 3,936 ( 3,936 ) - - Balance as at December 31, 2023 41,499,772 $ 4,023 $ 54,800 $ ( 3,793,585 ) $ ( 3,734,762 ) Net loss - - - ( 1,399,213 ) ( 1,399,213 ) Stock based compensation (Note 5) - - 59,599 - 59,599 Transfer from early exercised stock option liability on vesting (Note 5) - - 100 - 100 Balance as at March 31, 2024 41,499,772 $ 4,023 $ 114,499 $ ( 5,192,798 ) $ ( 5,074,276 ) Net loss - - - ( 2,694,362 ) ( 2,694,362 ) Stock based compensation (Note 5) - - 58,125 - 58,125 Transfer from early exercised stock option liability on vesting (Note 5) - - 100 - 100 Balance as at June 30, 2024 41,499,772 $ 4,023 $ 172,724 $ ( 7,887,160 ) $ ( 7,710,413 ) Net loss - - - ( 10,092,312 ) ( 10,092,312 ) Stock based compensation (Note 5) - - 6,916,355 - 6,916,355 Transfer from early exercised stock option liability on vesting (Note 5) - 12 771 - 783 Shares issued upon conversion of SAFE notes 636,916 64 6,367,136 - 6,367,200 Shares issued upon conversion of convertible notes 257,216 26 2,571,374 - 2,571,400 Issuance of common stock upon the reverse capitalization including PIPE financing, net of assumed liabilities 5,342,745 435 ( 5,483,454 ) - ( 5,483,019 ) Shares issued upon exercise of common stock warrants 135,796 13 1,626,606 - 1,626,619 Transaction costs - - ( 7,501,223 ) - ( 7,501,223 ) Merger Earnout shares (Note 3) - - 25,071,500 ( 25,071,500 ) - Balance as at September 30, 2024 47,872,445 $ 4,573 $ 29,741,789 $ ( 43,050,972 ) $ ( 13,304,610 ) For nine months ended September 30, 2024 Common Stock Additional paid-in Accumulated Total Stockholders’ Shares Amount Capital Deficit Deficit Balance as at December 31, 2023 9,017,300 $ 87 $ 58,736 $ ( 3,793,585 ) $ ( 3,734,762 ) Retroactive application of recapitalization 32,482,472 3,936 ( 3,936 ) - - Balance as at December 31, 2023 41,499,772 $ 4,023 $ 54,800 $ ( 3,793,585 ) $ ( 3,734,762 ) Balance 41,499,772 $ 4,023 $ 54,800 $ ( 3,793,585 ) $ ( 3,734,762 ) Net loss - - - ( 14,185,887 ) ( 14,185,887 ) Stock based compensation (Note 3) - - 7,034,079 - 7,034,079 Transfer from early exercised stock option liability on vesting (Note 3) - 12 971 - 983 Shares issued upon exercise of common stock warrants 135,796 13 1,626,606 - 1,626,619 Shares issued upon conversion of SAFE notes 636,916 64 6,367,136 - 6,367,200 Shares issued upon conversion of convertible notes 257,216 26 2,571,374 - 2,571,400 Issuance of common stock upon the reverse capitalization including PIPE financing, net of transaction cost 5,342,745 435 ( 5,483,454 ) - ( 5,483,019 ) Transaction costs - - ( 7,501,223 ) - ( 7,501,223 ) Merger Earnout shares (Note 3) - - 25,071,500 ( 25,071,500 ) - Balance as at September 30, 2024 47,872,445 $ 4,573 $ 29,741,789 $ ( 43,050,972 ) $ ( 13,304,610 ) Balance 47,872,445 $ 4,573 $ 29,741,789 $ ( 43,050,972 ) $ ( 13,304,610 ) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 Stardust Power Inc. and Subsidiaries CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (all amounts in USD) (Unaudited) Nine months ended September 30, 2024 Period from March 16, 2023 (inception) through September 30, 2023 Cash flows from operating activities: Net loss $ ( 14,185,887 ) $ ( 2,828,585 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Stock based compensation 7,034,079 - Change in fair value of investment in equity securities 150,994 - Change in fair value of SAFE notes 955,000 - Change in fair value of warrant liability 2,753,964 - Change in fair value of convertible notes 471,400 - Change in fair value of earnout shares ( 1,636,100 ) - Depreciation expense 1,074 - SAFE notes issuance costs - 466,302 Changes in operating assets and liabilities: Prepaid expenses and other current assets ( 461,575 ) ( 15,000 ) Accounts payable ( 4,055,728 ) 733,998 Accrued liabilities and other current liabilities 458,618 11,240 Due to related parties - 49,616 Net cash used in operating activities $ ( 8,514,161 ) $ ( 1,582,429 ) Cash flows from investing activities: Pre-acquisition capital project costs ( 726,102 ) ( 25,000 ) Investment in other long-term assets ( 50,000 ) - Purchase of computer and equipment ( 11,155 ) - Promissory notes issued ( 492,000 ) - Net cash used in investing activities $ ( 1,279,257 ) $ ( 25,000 ) Cash flows from financing activities: Proceeds from investor for issuance of SAFE notes 200,000 2,000,000 Proceeds from investor deposits - 1,000,000 Proceeds from issuance of notes payable to related parties - 1,000,000 Repayment of notes payable to related parties - ( 1,000,000 ) Proceeds from stock issuance - 90 Proceeds from exercise of warrants 1,561,655 - Proceeds from issuance of convertible notes 2,100,000 - Deferred transaction costs paid ( 4,134,056 ) - Payment of SAFE note issuance cost to related parties - ( 435,000 ) Proceeds from short-term loan 510,000 - Repayment of short-term loan ( 199,170 ) - Proceeds from of business combination and issuance of PIPE shares 11,639,088 - Repayment of sponsor promissory notes ( 1,562,834 ) - Repurchase of unvested shares ( 6,003 ) - Net cash provided by financing activities $ 10,108,680 $ 2,565,090 Net (decrease)/ increase in cash $ 315,262 $ 957,661 Cash at the beginning of the period 1,271,824 - Cash at the end of the period $ 1,587,086 $ 957,661 Supplemental disclosure for cash flow information: Interest paid $ 8,814 $ 7,111 Supplemental disclosure of non-cash investing and financing activities: Unpaid deferred transaction costs $ 3,470,991 $ - Conversion of legacy SAFE notes 64 - Conversion of legacy convertible notes 26 - Sponsor earnout share liability 4,608,900 - Issuance of common stock to Sponsor 400 - Net liabilities assumed upon closing of business combination 14,638,315 - Issuance of common stock to non-redeeming shareholders 13 - Unpaid SAFE note issuance costs - 31,302 Unpaid pre-acquisition capital project costs 846,385 - The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 Stardust Power Inc. and Subsidiaries NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 1 – DESCRIPTION OF THE COMPANY Nature of Business Stardust Power Inc. (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. Business Combination On 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 Inc. On 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. Upon the completion of the Business Combination, GPAC II was renamed Stardust Power Inc. (also referred to herein as the “Combined Company” or “Stardust Power”). The 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. As per the Business Combination Agreement: ● Each 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”). ● Each 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. ● Each 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. Fifty 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, 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. ● Immediately prior to the closing of the Business Combination, the SAFE notes automatically converted into the 138,393 shares of Legacy Stardust Power Common Stock. ● Immediately prior to the closing of the Business Combination, the convertible notes automatically converted into 55,889 shares of Legacy Stardust Power Common Stock. ● Stardust 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. The 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). 5 Stardust Power Inc. and Subsidiaries NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared on the accrual basis of accounting in conformity with U.S. 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. In 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 regulations. 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. The 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. GAAP. The 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. These unaudited condensed consolidated financial statements are presented in U.S. dollars. Use of Estimates The 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. Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934 (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when an accounting standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. Going Concern The 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. The 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. 6 Stardust Power Inc. and Subsidiaries NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) As 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. On October 7, 2024, the Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) and a related Registration Rights Agreement (the “Registration Rights Agreement”) with B. Riley Principal Capital II, LLC (“B. Riley Principal Capital II”). 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. As 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 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. Summary of Significant Accounting Policies The 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. Net Loss per Share The 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. As 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. As a result, net loss per share was also retrospectively adjusted for periods ended prior to the Business Combination. See Note 3 for details of this recapitalization. The following table sets forth the computation of the basic and diluted net loss per share: SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE Three months ended September 30, 2024 September 30, 2023 Nine months ended September 30, 2024 Period from March 16, 2023 (inception) through September 30, 2023 Numerator: Net loss $ ( 10,092,312 ) $ ( 843,800 ) $ ( 14,185,887 ) $ ( 2,828,585 ) Denominator: Weighted average shares outstanding 45,171,254 40,453,289 41,694,909 40,367,188 Net loss per share, basic and diluted $ ( 0.22 ) $ ( 0.02 ) $ ( 0.34 ) $ ( 0.07 ) The 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: SCHEDULE OF ANTI-DILUTIVE EFFECT September 30, 2024 September 30, 2023 Unvested common stock – restricted shares (Note 5) 125,411 893,985 Restricted Stock options 851,655 - Restricted Stock Units 3,281,911 - Performance Stock units 506,596 - Sponsor Earnout Shares (Note 3) * - - Public warrants 4,864,133 - Private placement warrants 5,566,667 - * 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 7 Stardust Power Inc. and Subsidiaries NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Deferred Transaction Costs In accordance with ‘Codification of Staff Accounting Bulletins – Topic 5: Miscellaneous Accounting A. Expenses of Offering’ (“SAB Topic 5”), public offering related costs, including legal fees and advisory and consulting fees, are deferred until consummation/completion of the proposed public offering. The Company has deferred $ 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. Commitments and Contingencies Certain 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. On 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. In 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. On 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 16, 2024 . 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 by IGX. 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. On 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. On 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. On 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 “Project”). 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 rate of 6 % with a maturity date of July 1, 2025 . The IGL Note is secured by first priority in all rights, title, interest, claims and demands of IGL related to the Project and other assets of 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 The 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 $ 33,333 , respectively. 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. 8 Stardust Power Inc. and Subsidiaries NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Stock-Based Compensation The 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. Stock-based 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. Recently Issued Accounting Pronouncements Not Yet Adopted The 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. NOTE 3 – REVERSE RECAPITALIZATION As 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: ● Stardust 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; ● Legacy Stardust Power has the ability to elect a majority of the members of the Combined Company’s governing body; ● Legacy Stardust Power’s senior management makes up the senior management of the Combined Company; ● The 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. Under 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. Immediately following the Business Combination, there were 47,736,650 shares of Common Stock outstanding with a par value of $ 0.0001 per share. 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 contingency. 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 Newco Stock. Immediately prior to the closing of the Business Combination, the total number of Legacy Stardust Power ordinary shares issued and outstanding was 9,017,300 . 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. The shares are fully vested, nonforfeitable equity instruments. Pursuant 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. The 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. The 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: SCHEDULE OF ASSUMPTIONS UNDER THE MONTE CARLO MODEL Market price of public stock $ 9.74 Expected term (years) 8 years Volatility 60.00 % Risk-free interest rate 4.25 % Dividend rate 0.00 % 9 Stardust Power Inc. and Subsidiaries NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) The number of shares of Common Stock issued and outstanding immediately following the consummation of the Business Combination were: SCHEDULE OF COMMON STOCK ISSUED AND OUTSTANDING Stardust Power rollover equity (1)(2) 42,393,905 GPAC II public shareholders (3)(4) 137,427 Sponsor (5)(6) 4,000,000 PIPE (7) 1,077,541 Non-redemption shares (8) 127,777 Total Shares issued and Outstanding 47,736,650 (1) Includes eight shareholders, whose shares are not subject to lock-up or transfer restrictions. (2) Includes (i) 894,132 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. (3) Excludes 4,999,929 Public Warrants that converted automatically into a whole warrant exercisable for one share of Common Stock. (4) 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. (5) Excludes 5,566,667 Private Placements Warrants that converted automatically into a whole warrant exercisable for one share of Common Stock. (6) 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). (7) 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. (8) Includes 127,777 shares of Combined Company Common Stock issued to GPAC II shareholders entering into NRAs. Upon 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, 2024: SCHEDULE OF ELEMENTS OF BUSINESS COMBINATION Recapitalization Cash proceeds from GPAC II, net of redemptions 1,564,086 Cash proceeds from PIPE financing $ 10,075,002 Less: Cash payment of assumed liabilities of GPAC II ( 921,493 ) Less: Settlement of sponso r promissory notes $ ( 1,562,834 ) Net cash proceeds upon closing of the Business Combination and PIPE financing 9,154,761 Less: Non-cash net liabilities assumed from GPAC II ( 14,638,215 ) Net charge to additional paid-in-capital as a result of the Business Combination reported in stockholder’s (deficit) ( 5,483,454 ) Legacy Stardust Power incurred $ 7,501,223 as transaction costs related to the Business Combination. Refer Note 2 Deferred Transaction Costs for details. Sponsor Earnout Shares As part of the closing of the Business Combination, the Company issued 1,000,000 shares to Global Partner Sponsor II, LLC (the “Sponsor”). These shares are subject to vesting (or forfeiture) based on achieving certain trading price thresholds following the closing (“Sponsor Earnout Shares”). Fifty percent of the Sponsor Earnout Shares will vest when the VWAP of the 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. As part of 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. Unvested Sponsor Earnout Shares will be forfeited if vesting does not occur prior to the eighth anniversary of the Closing Date. The Company assesses the fair value of expected earnout consideration at each reporting period using the Monte Carlo Method, which is consistent with the initial measurement of the expected earnout consideration. As at September 30, 2024, the fair value of Sponsor Earnout Shares amounted to $ 2,972,800 . The 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: SCHEDULE OF ASSUMPTIONS UNDER THE MONTE CARLO MODEL September 30, 2024 Market price of public stock $ 8.14 Expected term (years) 7.77 years Volatility 60.00 % Risk-free interest rate 3.71 % Dividend rate 0.00 % NOTE 4 – COMMON STOCK On July 8, 2024, the Common Stock and warrants began trading on Nasdaq under the ticker symbols “SDST” and “SDSTW”, respectively. Each 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. The 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. As of December 31, 2023, the Company had 41,499,772 shares of common stock, par value $ 0.0001 , issued and outstanding. 10 Stardust Power Inc. and Subsidiaries NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 5 – STOCK BASED COMPENSATION As 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, GPAC II. As a result, the number of shares was also retrospectively adjusted for periods ended prior to the Business Combination. Shares Issued at Inception At 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 shares. 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. Since 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 years. Any shares subject to repurchase by the Company are not deemed, for accounting purposes, to be outstanding until those shares vest. 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. Restricted 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 313,528 0.000002 Granted - - Vested ( 188,117 ) 0.000002 Forfeited - - Unvested as of September 30, 2024 125,411 $ 0.000002 2023 Equity Incentive Plan At 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 During October and November 2023, Legacy Stardust Power granted options for 2,278,108 shares of stock options under the 2023 Equity Incentive Plan: 2,186,064 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 . All 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. On 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’. Subsequent 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 . The 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. Stock 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 Number of shares Weighted Average Grant-Date Fair Value Unvested as at December 31, 2023 1,326,979 0.57 Granted - - Vested ( 219,644 ) 0.57 Forfeited ( 255,680 ) 0.60 Unvested as at September 30, 2024 851,655 0.56 11 Stardust Power Inc. and Subsidiaries NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) The 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 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 30, 2023 General and administrative expenses 22,221 - 139,945 - As at September 30, 2024, total unvested compensation cost for stock options granted to employees not yet recognized was $ 424,924 . The Company expects to recognize this compensation over a weighted average period of approximately 2.85 years. The 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 2023 Expected option life (years) 5.07 - 5.93 years Expected volatility 60 % - 70 % Risk-free interest rate at grant date 3.84 - 3.86 % Dividend yield 0 % Due 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. The Company based the risk-free interest rate on a U.S. Treasury Bond Yield with a term substantially equal to the option’s expected term. The 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. The 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. Restricted Stock Units During 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. RSU 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 Weighted Average Grant-Date Fair Value Unvested as at December 31, 2023 - - Granted 2,024,985 8.80 Vested ( 247,370 ) 8.41 Forfeited - - Unvested as at September 30, 2024 1,777,615 8.85 The compensation expense for RSUs was as follows: SCHEDULE OF COMPENSATION EXPENSE FOR RESTRICTED STOCK UNITS 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 30, 2023 General and administrative expenses 5,765,425 - 5,765,425 - As at September 30, 2024, total unvested compensation cost for RSUs granted to employees not yet recognized was $ 12,051,682 . The Company expects to recognize this compensation over a weighted average period of approximately 3 years. 12 Stardust Power Inc. and Subsidiaries NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 2024 Equity Incentive Plan The 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. On 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 grant date. These factors included, but were not limited to: (i) independent contemporaneous third-party valuations of common stock; (ii) 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. RSU 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 Weighted Average Grant-Date Fair Value Unvested as at December 31, 2023 - - Granted 1,578,296 11.62 Vested ( 74,000 ) 11.62 Forfeited - - Unvested as at September 30, 2024 1,504,296 11.62 The compensation expense for RSUs was as follows: SCHEDULE OF COMPENSATION EXPENSE FOR RESTRICTED STOCK UNITS 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 30, 2023 General and administrative expenses 1,082,031 - 1,082,031 - As 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 years. As 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 years. 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 Assumptions Fair value of Common Stock $ 11.62 Selected volatility 60 % Risk-free interest rate 3.42 % Contractual terms (years) 3.0 PSU activity for the nine months ended September 30, 2024, and balances as at the end of September 30, 2024 were as follows: SCHEDULE OF PERFORMANCE SHARES UNITS ACTIVITY Number of shares Weighted Average Grant-Date Fair Value Unvested as at December 31, 2023 - - Granted 506,596 6.73 Vested - - Forfeited - - Unvested as at September 30, 2024 506,596 6.73 The compensation expense for PSUs was as follows: SCHEDULE OF COMPENSATION EXPENSE FOR RESTRICTED STOCK UNITS Three months ended September 30, 2024 September 30, 2023 Nine months ended September 30, 2024 Period from March 16, 2023 (inception) through September 30, 2023 General and administrative expenses 46,678 - 46,678 - 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. 13 Stardust Power Inc. and Subsidiaries NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 6 – ACCOUNTING FOR WARRANTS LIABILITY The 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 share. 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 and Nil warrants, outstanding respectively, including 4,864,133 Public Warrants and 5,566,667 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. The 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. If 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 of: (A) 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 (B) 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. However, the Private Placement Warrants are not redeemable by the Company as long as they are held by the Sponsor or its permitted transferees. If 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. The 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. The following tables present information about the Company’s warrant liabilities that are measured at fair value on a recurring basis 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 Description At September 30, 2024 Quoted price in active markets (level 1) Significant other observable input (level 2) Significant other unobservable input (level 3) Warrant liabilities Public warrants $ 2,188,859 $ 2,188,859 $ - $ - Private placement warrants 2,505,000 - 2,505,000 - Warrant liability $ 4,693,859 $ 2,188,859 $ 2,505,000 $ - At September 30, 2024 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. The warrant liabilities are not subject to qualified hedge accounting. 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. NOTE 7 – INVESTMENT In 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 QXR. 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. The 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 Company. 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. The 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. NOTE 8 – SIMPLE AGREEMENT FOR FUTURE EQUITY (SAFE NOTES) On 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 fees. On 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 SAFE note. On February 23, 2024, the Company entered into a third SAFE note and received an additional $ 200,000 in cash from a single investor. 14 Stardust Power Inc. and Subsidiaries NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) The 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. On 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. The 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. NOTE 9 – CONVERTIBLE NOTES On April 24, 2024, Legacy Stardust Power entered into a convertible equity agreement (“convertible notes”) for $ 2,000,000 with AIGD. 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 equity. Pursuant 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. 15 Stardust Power Inc. and Subsidiaries NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 10 – FAIR VALUE MEASUREMENTS The 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 Level 1 Level 2 Level 3 Total Fair Value Measurements as at December 31, 2023 Level 1 Level 2 Level 3 Total Other noncurrent assets: Investment in equity securities (a) $ 218,556 $ - $ - $ 218,556 Total financial assets $ 218,556 $ - $ - $ 218,556 Level 1 Level 2 Level 3 Total Fair Value Measurements as at September 30, 2024 Level 1 Level 2 Level 3 Total Other noncurrent assets: Investment in equity securities (a) $ 67,562 $ - $ - $ 67,562 Total financial assets $ 67,562 $ - $ - $ 67,562 Level 1 Level 2 Level 3 Total Fair Value Measurements as at December 31, 2023 Level 1 Level 2 Level 3 Total Liabilities SAFE notes (b) $ - $ - $ 5,212,200 $ 5,212,200 Sponsor earnout shares (c) - - - - Total financial liabilities $ - $ - $ 5,212,200 $ 5,212,200 Level 1 Level 2 Level 3 Total Fair Value Measurements as at September 30, 2024 Level 1 Level 2 Level 3 Total Liabilities Sponsor earnout shares (c) - - 2,972,800 2,972,800 Total financial liabilities $ - $ - $ 2,972,800 $ 2,972,800 ( 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. (b) The 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, 2024. (c) For 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. This fair 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. 16 Stardust Power Inc. and Subsidiaries NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) The 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 2,000,000 - - Change in fair value - - - Balance as at June 30, 2023 $ 2,000,000 $ - $ - Issuance of notes - - - Change in fair value - - - Balance as at September 30, 2023 $ 2,000,000 $ - $ - Issuance of notes 3,000,000 - - Change in fair value 212,200 - - Balance as at December 31, 2023 $ 5,212,200 $ - $ - Issuance of notes 200,000 - - Change in fair value 107,900 - - Balance as at March 31, 2024 $ 5,520,100 $ - $ - Issuance of notes - 2,100,000 - Change in fair value 847,100 471,400 - Balance as at June 30, 2024 $ 6,367,200 $ 2,571,400 $ - Issuance of common stock upon conversion ( 6,367,200 ) ( 2,571,400 ) - Sponsor earnout liability recognized on closing of Business Combination - - 4,608,900 Change in fair value - - ( 1,636,100 ) Balance as at September 30, 2024 $ - $ - $ 2,972,800 The 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. Pursuant to 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 and 636,916 shares of the Company’s Common Stock. NOTE 11 – PROMISSORY NOTES In 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 31, 2025. These loan facilities accrue interest, compounding semi-annually, at the long-term semiannual Applicable Federal Rate, as established by the Internal Revenue Service, which effectively was 3.71 %. As at September 30, 2024, the Company had $ 840,000 available to draw. NOTE 12 – SEGMENT REPORTING The Company reports segment information in the same way management internally organizes the business in assessing performance and making decisions regarding allocation of resources in accordance with ASC 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. The Company has a single, common management team and our cash flows are reported and reviewed with no distinct cash flows. NOTE 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. 17 Stardust Power Inc. and Subsidiaries NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) On 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. The 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 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 30, 2023 Consulting expenses under contract due to: VIKASA Capital Partners LLC $ - $ - $ - $ 980,000 7636 Holdings LLC - 79,000 - 180,806 VIKASA Capital LLC - 68,497 - 146,129 Total consulting expenses - 147,497 - 1,306,935 Other expenses paid on the Company’s behalf due to: VIKASA Capital LLC - - - 34,318 VIKASA Capital Partners LLC - - - 9,868 Total other expenses paid on the Company’s behalf - - - 44,186 Total $ - $ 147,497 - $ 1,351,121 As 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 . The Company 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 30, 2023 Energy Transition Investors LLC $ - $ - $ - $ 750,000 VIKASA Clean Energy I LP - - - 160,000 Roshan Pujari - - - 90,000 Notes obtained from related parties - - - 1,000,000 VIKASA 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 parties. As at September 30, 2024 and December 31, 2023, the Company had repaid all the above notes. NOTE 14 - ACCRUED LIABILITIES AND OTHER CURRENT LIABILITIES : SCHEDULE OF ACCRUED LIABILITIES AND OTHER CURRENT LIABILITIES September 30, 2024 December 31, 2023 Accrued expenses 1,053,345 151,284 Capital market advisory fees 3,000,000 - Payroll liabilities 75,913 56,823 Accrued liabilities and other current liabilities 4,129,258 208,107 NOTE 15 – SUBSEQUENT EVENTS As 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. The 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 statements. 18