What changed in this filing

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Item 1. Business

2026-03-25 compared with 2025-03-27 · 1039 added, 971 removed, 341 unchanged (85% of the section changed)

the context otherwise requires, all references in this section to “we,” “us,” “our,” the “Company”

or “Stardust Power” refer to Stardust Power Inc.

and its subsidiaries.

Some of the information contained in this section

or set forth elsewhere in this Annual Report, including information with respect to our plans and strategy for our business, includes

forward-looking statements that involve risks and uncertainties.

Our principal executive offices are located at 15 E.

Putnam Ave, Suite

378, Greenwich, CT, and our main telephone number at that location is (800) 742-3095.

Overview and History

Power, formed on March 16, 2023, is developing a lithium refinery at our Facility in Muskogee, Oklahoma, with planned capacity of

producing up to 50,000 metric tons per annum of BGLC once fully operational.

March 16, 2023, Roshen Pujari (hereinafter Roshan Pujari), the sole director and a controlling member of Stardust Power LLC, transferred

his ownership in Stardust Power LLC to Legacy Stardust Power.

Power, formed on March 16, 2023, is developing a lithium refinery in Muskogee,

Oklahoma, with expected capacity of producing up to 50,000 metric tpa of BGLC once fully operational.

On March 16, 2023, Roshan Pujari,

the sole director and a controlling member of Stardust Power LLC, transferred his ownership in Stardust Power LLC to Legacy Stardust Power

in exchange for nominal consideration.

Prior to and following the acquisition,

Roshan Pujari controlled both Stardust Power LLC and Legacy Stardust Power.

The Company’s predecessor entity, Stardust Power LLC,

did not have any assets, liabilities, revenue, expenses or cash flows from its inception on December 5, 2022, through March 16, 2023.

Prior to and following the acquisition, Roshan Pujari controlled both Stardust Power LLC and Legacy

Stardust Power.

The Company’s predecessor entity, Stardust Power LLC, did not have any assets, liabilities, revenue, expenses or

cash flows from its inception on December 5, 2022, through March 16, 2023.

On March 16, 2023, Stardust Power Inc.

was organized in the State of Delaware and all the ownership interests of Stardust Power LLC

were transferred to Stardust Power Inc.

At the closing of the Business Combination

(“Closing”), pursuant to the Business Combination Agreement, the Business Combination between GPAC II, First Merger Sub,

Second Merger Sub and Legacy Stardust Power was consummated after which Stardust Power emerged as the surviving company.

GPAC II was subsequently changed to Stardust Power Inc.

was organized in the

State of Delaware, and all the ownership interests of Stardust Power LLC were transferred to Stardust Power Inc.

At the closing of the

Business Combination, pursuant to the Business Combination Agreement, the Business Combination between GPAC II, First Merger Sub, Second

Merger Sub and Legacy Stardust Power was consummated, and GPAC II emerged as the surviving company from the Business Combination.

name of GPAC II was subsequently changed to Stardust Power Inc.

As a development stage company, Stardust Power’s strategy is to

advance its project through site acquisition and readiness, source feedstock, and obtain commitment for the offtake of its

Power’s mission is to secure U.S.

energy leadership for national security through the production of battery grade lithium, with

sustainability built into each step of its process.

Power’s battery-grade lithium refinery is being designed and developed to foster energy independence for the United States.

The Company seeks to become a sustainable, cost-effective supplier of BGLC for energy storage across e-mobility, grid

infrastructure, and data centers.

The Facility will be optimized for multiple inputs of lithium source material, including

concentrated lithium brine, lithium chloride, technical and crude lithium feedstocks.

Upon completion of the facility,

Stardust Power expects to secure multiple sources of feedstock from various lithium producers, with the Facility becoming one of the

largest lithium refineries in North America.

Stardust Power intends to enter into letters of intent and memoranda of understanding

to avail itself of lithium brine feedstock supply.

Stardust Power’s business strategy will depend on such agreements and its

ability to source lithium brine.

Power will source lithium feedstock from various suppliers and may make investments upstream to secure additional feedstock.

However, there is uncertainty related to whether and how much economically recoverable lithium exists at such resources and as such

the possibility exists that these efforts may not yield desired economic results.

For more information on associated risks, please

see “ Risk Factors - We face numerous risks related to exploration, construction, and extraction of brine by our

suppliers .” The Company will seek to sell its products to and for the benefit of battery manufacturers, the United

States’ defense industrial base, and Western original equipment manufacturers (“ OEMs ”).

The Company is not

currently producing or selling any BGLC.

of the key driving factors for potential growth of the lithium refining industry are the anticipated increasing demand for

battery-grade lithium products, fueled largely by the anticipated demand and production of EVs.

We anticipate Western automotive

OEMs and battery manufacturers to increasingly seek domestic supply sources.

In turn, we believe this has led to increasing demand

for the critical minerals used in battery cells, such as lithium, driven by strong governmental incentives for American

manufacturing and an evolving geopolitical climate that is creating a national security priority for the United States’

For more information on the demand of EVs and battery-grade lithium, please see “ Current United States Lithium

Refinery Landscape-EV Market Driving Demand for Lithium ” below.

Stardust Power’s market is the United States’

domestic market, which has been estimated in terms of lithium carbonate equivalent to be at 321,000 tons in 2030, 438,000 tons in

2031, 583,000 tons in 2035, respectively, and increasing to 629,000 tons by 2040 1 .

For more information,

please see the graph in “ United States Market - Lithium Battery Landscape ” below.

advance its project through site acquisition and readiness, source feedstock, and obtaining commitment for the offtake of its BGLC.

Stardust Power’s mission is to help secure U.S.

energy leadership

for national security through the production of BGLC, with sustainability built into each step of its process.

Stardust Power’s BGLC refinery is being designed and developed to

help foster energy independence for the United States.

The Company seeks to become a sustainable, cost-effective supplier of BGLC for

energy storage across energy storage systems, e-mobility, grid infrastructure, and data centers.

The Facility is expected to be optimized

for multiple inputs of lithium chloride feedstocks.

Upon completion of the Facility, Stardust Power expects to secure multiple sources

of feedstock from various lithium producers, with the Facility expected to become one of the largest lithium refineries in North America.

Stardust Power has previously entered and intends to enter into letters of intent and memoranda of understanding to avail itself of lithium

brine feedstock supply.

Stardust Power’s business strategy will depend on such agreements and its ability to source lithium chloride.

Stardust Power expects to source lithium feedstock from various suppliers

and may make investments upstream to secure additional feedstock.

However, there is uncertainty as to whether, and to what extent economically

recoverable lithium exists at such resources and as such the possibility exists that these efforts may not yield desired economic results.

For more information on associated risks, please see “ Risk Factors - We face numerous risks related to exploration, construction,

and extraction of brine by our suppliers .” The Company plans to sell its products to and for the benefit of battery manufacturers,

the United States’ defense industrial base, and Western original equipment manufacturers (“ OEMs ”).

is not currently producing or selling any BGLC.

Some of the key driving factors for potential growth of the lithium refining

industry are the anticipated increasing demand for battery-grade lithium products, fueled largely by the anticipated demand and production

of energy storage systems, handheld electronics and EVs.

We anticipate Western automotive OEMs and battery manufacturers to increasingly

seek domestic supply sources.

The demand for battery-grade lithium is rapidly diversifying beyond electric vehicles, driven by significant

growth in data centers, energy storage systems (“ ESS ”), and military applications.

The accelerating deployment of hyperscale

data centers, driven by artificial intelligence (“ AI ”) workloads and global digitalization, requires robust, high-density

battery backup systems to ensure uninterrupted operations, while the global transition to renewable energy is fueling ESS installations

that rely heavily on lithium-based chemistries for grid stability and energy arbitrage.

In parallel, defense and aerospace sectors are

expanding their use of advanced lithium-ion technologies for mobile power, unmanned systems, and tactical energy storage, creating additional

strategic demand.

We believe these sectors represent a growing share of lithium consumption, and underscore a broader, multi-sector reliance

on secure and scalable battery-grade lithium supply chains.

We believe this has led to increasing demand for the critical minerals

used in battery cells, such as lithium, driven by strong governmental incentives for American manufacturing and an evolving geopolitical

climate that is creating a national security priority for the United States’ market.

For more information on the demand of EVs and

battery-grade lithium, please see “ Current United States Lithium Refinery Landscape-EV Market Driving Demand for Lithium ”

Stardust Power’s market is the United States’ domestic demand market, which has been estimated in terms of lithium

carbonate equivalent (“ LCE ”) to be over 200,000 tons by 2030, and to approximately 470,000 tons by the mid-2030 1 .

For more information, please see the graph in “ United States Market - Lithium Battery Landscape ” below.

Fastmarkets “Lithium 10-year forecast report”, dated November 2025

February 2023, the Company (through its fully owned subsidiary, Stardust Power LLC) received an illustrative incentive analysis for up

to $257 million in performance-based incentives, based on Stardust meeting certain criteria, from the State of Oklahoma (covering Phase

1 and 2) and potential federal incentives, which may also be further eligible for federal grants.

to $257 million in performance-based incentives, based on Stardust Power meeting certain criteria, from the State of Oklahoma (covering

Phase 1 and 2) and potential federal incentives analysis, which may also include federal grants.

For more information on the incentives

and milestones required to be achieved in order to receive such incentives, please see “ State Incentives ” below.

On January 10, 2024, Stardust Power and the City of Muskogee entered into a Purchase and Sale Agreement (“the

PSA ”) to purchase the site in Southside Industrial

Park, Muskogee, Oklahoma in Port Muskogee for a total of $1,662,030.

On December 16, 2024, the Company completed the purchase and acquired

title to the land.

January 10, 2024, Stardust Power and the City of Muskogee entered into a Purchase and Sale Agreement (“the PSA ”) to

purchase the site in Southside Industrial Park, Muskogee, Oklahoma in Port Muskogee for a total of $1,662,030.

On December 16, 2024,

the Company completed the purchase and acquired title to the land.

and Industry Overview

1 unchanged sentence

Cathode material capacity and production is currently concentrated in Asia, particularly China, Japan and Korea.

the coming years, significant cathode material production capacity is expected to come online in Europe and North

America while capacity and production in China, Japan, Korea also increases.

the coming years, significant cathode material production capacity is expected to come online in Europe and North America while

capacity and production in China, Japan, Korea also is expected to increase.

The market for lithium compounds faces barriers to

5 unchanged sentences

Global production capacity of lithium-ion batteries was approximately 2.5 terawatt-hours (“TWh”)

per year at the end of March 2023 and is forecasted to grow to approximately 6.5 TWh in 2030, led by China, which is projected

to account for more than half the market share, alongside North America and Europe, each projected to produce over 1 TWh of lithium-ion

battery capacity, according to S&P Global Market Intelligence.

2 This is supported by regulatory and consumer-driven tailwinds

increasing demand for power-consumption through higher performance applications.

This, in turn, is driving the need for resilient and

geographically diverse sources of battery metals and precursor materials, including lithium.

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

Global Market Intelligence.

“Lithium-ion battery capacity to grow steadily to 2030.

SP Global Market Intelligence”, dated July

Available at:

https://www.spglobal.com/marketintelligence/en/news-insights/research/lithium-ion-battery-capacity-to-grow-steadily-to-2030.

per year at the end of 2025 and is forecasted to grow to approximately 5 TWh in 2036, led by China, which is projected to account

for more than half the market share 2 .

This is supported by regulatory and consumer-driven tailwinds increasing demand for

power-consumption through higher performance applications.

This, in turn, is driving the need for resilient and geographically diverse

sources of battery metals and precursor materials, including lithium.

battery supply chain can be separated into three segments:

7 unchanged sentences

and charging speed.

mined production is forecasted to increase to 905,650 tons of LCE in 2035, rising at a compound annual growth rate (“ CAGR ”)

of 8% from 408,100 tons of LCE in 2025.

refiners source battery-grade materials from suppliers to manufacture into cell components, including cathodes, anodes, electrolytes,

1 unchanged sentence

The majority of global refining capacity is currently located in Asia.

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

“Electric vehicle battery chemistry affects supply chain disruption vulnerabilities”.

Cheng, Erica R.

Karplus and Jeremy J.

https://www.ncbi.nlm.nih.gov/pmc/articles/PMC10923860/.

Fastmarkets “Lithium 10-year forecast report”, dated November 2025

Visual Capitalist.

“China’s Dominance in Battery Manufacturing”, dated January 19, 2023.

Available at:

https://www.visualcapitalist.com/chinas-dominance-in-battery-manufacturing/.

manufacturers source cell components and assemble those components into modules and packs, which are then sold to OEMs.

Cell manufacturing

is currently concentrated in China, with the country accounting for over 77% of global cell manufacturing capacity, as of 2022, and estimated

at 69% in 2027.

is currently concentrated in China, with the country accounting for over 85% of global production capacity, as of 2024, but the concentration is estimated to decrease to 67% in 2030.

segment of the lithium-ion battery supply chain has seen disparate quantities of investment, with those variations further pronounced

2 unchanged sentences

of global battery materials, particularly as they relate to EVs, are sourced from inside the United States resulting in a severe domestic

capacity imbalance.

7 This risk in the security, and cost of supply has resulted in numerous issues for industries reliant

on lithium-ion batteries and has the potential to setback the adoption of EVs and renewable energy storage.

As a result, Stardust Power

intends to focus its business strategy on the United States’ domestic production of refining BGLC utilizing federal and state government

incentives, in addition to public and private market investments.

vehicle battery chemistry affects supply chain disruption vulnerabilities”.

Cheng, Erica R.

Fuchs, Valerie J.

and Jeremy J.

https://www.ncbi.nlm.nih.gov/pmc/articles/PMC10923860/.

“China’s Dominance in Battery Manufacturing”, dated January

Available at:

https://www.visualcapitalist.com/chinas-dominance-in-battery-manufacturing/.

7 Congressional

Research Service.

Critical Minerals in Electric Vehicle Batteries, dated August 29, 2022

Retrieved from https://crsreports.congress.gov/product/pdf/R/R47227.

capacity imbalance for processing such materials.

8 This risk in the security, and cost of supply has resulted in numerous

issues for industries reliant on lithium-ion batteries and has the potential to setback the adoption of EVs and renewable energy storage.

As a result, Stardust Power intends to focus its business strategy on the United States’ domestic refining BGLC utilizing federal

and state government incentives, in addition to public and private market investments.

United States Lithium Refinery Landscape

United States lithium refinery landscape is rapidly evolving, with significant developments underway to bolster domestic

capabilities in lithium production, crucial for battery-grade materials used in EVs and other technologies.

Here is an overview of notable projects and how Stardust Power aligns:

Power intends to build what it expects to be one of the largest battery-grade lithium refineries

in North America.

The Facility is expected to produce up to 50,000 metric tpa once fully

has commenced a project in Texas, establishing a refinery expected to support the production

of 1 million EVs by 2025.

has announced a project in Arkansas, establishing a refinery expected to support the production

of over 1 million EVs by 2030.

Ltd has announced it is advancing the Rhyolite Ridge Lithium-Boron Project in Nevada, with

plans to significantly contribute to the United States lithium supply.

Americas has announced that the Thacker Pass project by Lithium Americas in Humboldt County,

Nevada, is targeting a substantial lithium carbonate production capacity.

They have announced

that the mechanical completion of Phase 1 production is targeted for 2027.

United States lithium refinery landscape is rapidly evolving, with significant developments underway to bolster domestic capabilities

in lithium production, crucial for battery-grade materials used in EVs and other technologies.

Here is an overview of notable projects

and how Stardust Power aligns:

Power intends to build one of the largest battery-grade lithium refineries in North America.

The Facility is expected to produce

up to 50,000 metric tpa once fully operational.

has commenced operations at its new lithium refining factory in Texas.

The site, located outside of Corpus Christi, is the first

large-scale refinery for battery-grade lithium in the U.S., and the first industrial deployment of an acid-free lithium refining

is building a lithium processing facility in Arkansas, establishing a refinery expected to support the production of over 1 million

Ltd has announced it is advancing the Rhyolite Ridge Lithium-Boron Project in Nevada, with plans to significantly contribute to the

United States lithium supply.

Americas has announced that the Thacker Pass project by Lithium Americas in Humboldt County, Nevada, is targeting a substantial lithium

carbonate production capacity.

They have announced that the mechanical completion of Phase 1 production is targeted for 2027.

Lithium has announced that its South West Arkansas Project plans for initial annual capacity of 22,500 tons of battery-quality lithium

carbonate, with first production expected in 2028 13 .

Landscape and New Market Entrants

United States lithium refining sector is seeing increased activity, partly driven by government policies such as the Inflation

Reduction Act, which incentivizes domestic production.

United States lithium refining sector is seeing increased activity, partly driven by government policies such as grant programs and financings

and the Inflation Reduction Act, which incentivizes domestic production.

New players like Stardust Power are entering the market, positioning

2 unchanged sentences

are expanding their operations to capitalize on the growing demand for lithium, driven by the EV market expansion.

Power’s Position Relative to Competitors

Power is positioning itself as a key player in the domestic supply chain for lithium, a critical material for battery production.

seeking to establish one of the largest refineries of its kind in the United States, Stardust Power aims to enhance its competitive

edge and market visibility.

Its strategic location in Oklahoma, provides a centralized hub by which we intend to

leverage existing industrial and shipping infrastructure, aligning logistically with upstream sources of feedstock and downstream

the hard rock lithium refineries of the other United States players in the industry, the Company’s central refinery is being

designed to be optimized for multiple lithium brine inputs.

By utilizing a “hub and spoke” refinery model, the Company

believes it can scale production more efficiently through sourcing feedstock from different sources.

This provides a potential

competitive advantage of minimizing the dependence on a single supply source.

United States lithium refining industry is expected to grow significantly, with continued investments and expansions, given the continuing political support towards onshoring of critical mineral production in United States.

The entry of new

players like Stardust Power indicates a dynamic shift towards increasing domestic production capabilities.

This trend is likely to continue

as the demand for lithium-ion batteries escalates and the United States seeks to reduce its reliance on foreign critical minerals.

summary, the United States lithium refinery sector is on a robust growth trajectory, with significant investments from both new entrants

like Stardust Power and established players.

This expansion is crucial for supporting the broader energy transition and EV market growth

in the United States.

8 https://www.reuters.com/business/autos-transportation/tesla-plans-produce-lithium-1-mln-vehicles-texas-refinery-elon-musk-2023-05-08/

https://www.reuters.com/markets/commodities/exxon-aims-make-key-lithium-technology-decision-by-year-end-2024-02-15/#:~:text=The%20company%20last%20fall%20announced,electric%20vehicle%20(EV)%20batteries.

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

Congressional Research Service.

Critical Minerals in Electric Vehicle Batteries, dated August 29, 2022 (Report No.

from https://crsreports.congress.gov/product/pdf/R/R47227.

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

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

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

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

11 https://lithiumamericas.com/news/news-details/2024/Lithium-Americas-Provides-a-Thacker-Pass-Construction-Plan-Update/default.aspx#:~:text=PROJECT%20TIMELINE,full%20capacity%20production%20in%202028.

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

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

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

Power’s Position Relative to Competitors

Stardust Power intends to position itself as a key player in the domestic

supply chain for lithium, a critical material for battery production.

Lithium refining capacity is a key bottleneck in the supply chain

that needs to be addressed to establish a resilient critical minerals US supply chain.

By seeking to establish one of the largest refineries

of its kind in the United States, Stardust Power aims to enhance its competitive edge and market visibility.

Our strategic location in

Oklahoma, provides a centralized hub by which we intend to leverage existing multi-modal transportation infrastructure, aligning logistically

with upstream sources of feedstock and downstream customers.

Unlike the hard rock or clay lithium refineries of the other United States

players in the industry, the Company’s central refinery is being designed to be optimized for multiple lithium chloride inputs derived

By utilizing a “hub and spoke” refinery model, the Company believes it can scale production more efficiently through

sourcing feedstock from different sources in the Americas that are rapidly developing across the region.

We believe this provides a competitive

advantage of minimizing the dependence on a single supply source and establishing an attractive long-term refining infrastructure to support

the development of regional upstream capacity.

The United States lithium demand is expected to continue robust growth,

with continued investments and expansions, given the political support towards onshoring of critical mineral production in the United

The entry of new players like Stardust Power indicates a dynamic shift towards increasing domestic production capabilities and

addressing significant bottlenecks in the domestic supply chain.

We believe that this trend is underway as the demand for lithium-ion

batteries has escalated and the United States seeks to reduce its reliance on foreign critical minerals.

In summary, we believe the United States lithium refinery sector is critical

and on a robust growth trajectory, with significant investments from both new entrants like Stardust Power and established players.

expansion is crucial for supporting the broader energy transition and EV market growth in the United States.

Market Opportunity

lithium market is expected to grow significantly through 2030 as a result of the electrification of cars and the growth in the energy

storage segment.

Due to the strict rules that internal combustion engine automakers must adhere to in order to reduce carbon dioxide

emissions from automobiles, the automotive application market is estimated to increase significantly over the course of the projection

This has led to the increased focus on EVs by automakers, which in turn is expected to increase demand for lithium and related

A typical EV battery would require about 850 grams of BGLC per kilowatt-hours (“kWh”) 12 , and each EV has

an average battery capacity of 50 kWh.

lithium market is expected to grow significantly through 2030 as a result of growth in the energy storage segment (‘ ESS ”)

and the electrification of cars and trucks.

The LCE demand from ESS is expected to grow at a CAGR of 13%, reaching 862,000 tons of LCE

in 2035 from 250,000 tons of LCE in 2025.

However, from 2030, the rise of alternative chemistries used by ESS providers, such as sodium-ion,

could cause a slight easing in the growth of lithium demand.

14 Due to the strict rules that internal combustion engine automakers

must adhere to in order to reduce carbon dioxide emissions from automobiles, the automotive application market is estimated to increase

significantly over the course of the projection period.

This has led to the increased focus on EVs by automakers, which in turn is expected

to increase demand for lithium and related goods.

A typical EV battery would require about 850 grams of BGLC per kilowatt-hours (“ kWh ”) 15 ,

and each EV has an average battery capacity of 65 kWh.

Hence, an average EV will require approximately 55 kg of BGLC 16 .

Given that its refinery

will be able to produce up to 50,000 metric tpa of BGLC, Stardust Power estimates they will be able to supply approximately 1.2 million

EVs which is estimated to contribute to approximately 10%-11% of the United States’ EV market by 2035, estimated at 11 million

the growing lithium-ion battery market is expected to benefit from the continued advancement of DLE technologies, further described

below, which may enhance the industry’s ability to respond promptly to rising demand.

that the Company’s refinery is expected to be able to produce up to 50,000 metric tpa of BGLC, Stardust Power estimates it should

be able to supply batteries to approximately 1 million EVs, or approximately 8% of the United States’ EV market by 2035, which

is estimated at 12.2 million EVs.

the growing lithium-ion battery market is expected to benefit from the continued advancement of DLE technologies, further described below,

which may enhance the industry’s ability to respond promptly to rising demand.

light of the Company’s objective to emerge as a significant supplier of BGLC within the United States, it is estimated that a portion

of the global lithium market constitutes the Company’s TAM.

Additionally,

the substantiation for this belief stems from market analysis and industry trends indicating the growing demand for BGLC, particularly

within the context of the expanding EV market and advancements in energy storage solutions.

Given the pivotal role of BGLC in powering

EVs and supporting renewable energy integration, the projected growth trajectory of the lithium product market substantiates the Company’s

focus on this segment as its TAM.

Furthermore, the Company’s strategic positioning and expected operational capabilities aimed

at servicing the United States’ market reinforce the viability of targeting this segment within the broader global lithium market.

Additionally, the market impact of the Facility may be assessed from the demand side by calculating the units of EVs that can be supplied

by the plant.

International

Renewable Energy Agency.

Fastmarkets “Lithium 10-year forecast report”, dated November 2025

International Renewable Energy Agency.

“Lithium is critical to the energy transition.

2 unchanged sentences

https://www.irena.org/-/media/Files/IRENA/Agency/Technical-Papers/IRENA_Critical_Materials_Lithium_2022.pdf

“Electric Vehicles Are Forecast to Be Half of Global Car Sales by 2035”, dated February 10, 2023.

Available at:

https://www.goldmansachs.com/intelligence/pages/electric-vehicles-are-forecast-to-be-half-of-global-car-sales-by-2035.html.

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

https://www.eei.org/en/news/news/all/eei-projects-78-million-evs-will-be-on-us-roads-in-2035

Additionally, market analysis and industry trends indicates the growing

demand for BGLC, particularly within the context of the expanding EV market and advancements in energy storage solutions.

Given the pivotal

role of BGLC in powering EVs and supporting renewable energy integration, the projected growth trajectory of the lithium product market

supports the Company’s focus on this segment as its TAM.

Furthermore, the Company’s strategic positioning and expected operational

capabilities aimed at servicing the United States’ market support the viability of targeting this segment within the broader global

lithium market.

Additionally, the market impact of the Facility may be assessed from the demand side by calculating the units of EVs that

is expected to be supplied by the plant, which is expected to be approximately 1 million EV’s.

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

Market Driving Demand for Lithium

to BloombergNEF’s 2023 Long-Term Electric Vehicle Outlook (“ BNEF EV 2023 ”), under the Economic Transition Scenario

(“ ETS ”) 15 , the EV adoption in global passenger vehicle sales may increase from 14% in 2022 to 30% by 2026.

Additionally, the global fleet of passenger electric vehicles is expected to increase from 27 million in 2022 to approximately 107 million

units in 2026, approximately 245 million units in 2030, and approximately 731 million units by 2040, representing a penetration rate

of 7.6%, 16% and 46%, for the years 2026, 2030 and 2040, respectively, of all passenger vehicles on road 16 .

to EV Volumes, 2023 global light-duty EV (Battery Electric Vehicles and Plug-in Hybrid Electric Vehicles) sales increased approximately

35% as compared to 2022.

Global light-duty EV adoption increased from approximately 13% in 2022 to approximately 16% in 2023;

light-duty EV adoption increased from approximately 27% in 2022 to approximately 34% in 2023.

17 We believe the strong EV demand

growth in 2023 was driven by automakers’ increased product offering, increased consumer awareness and adoption, national and regional

governments’ announced incentives, subsidies, and more stringent fuel economy/carbon dioxide emissions regulations to support electrification

15 BloombergNEF.

to Bloomberg NEF’s 2025 Electric Vehicle Outlook (“ BNEF EV 2025 ”), under the Economic Transition Scenario

(“ ETS ”) 18 , EVs are expected to reach 56% of global passenger vehicle sales by 2035 and 70% by 2040.

Despite rapid EV adoption, only 40% of the global passenger-vehicle fleet are expected to be electric by 2040 under the ETS .

EV adoption is faster than that in several countries, like the Nordics (72%), China (69%), or the UK (66%), but some of the biggest car

markets, like the US and Japan, are much slower.

Bloomberg NEF.

“Electric Vehicle Outlook 2025”, dated 2025.

Available at:

https://assets.bbhub.io/professional/sites/24/2431510_BNEFElectricVehicleOutlook2023_ExecSummary.pdf.

“Global EV Sales for 2023.” Available at:

https://www.ev-volumes.com/.

2024 and beyond, fuel economy/carbon dioxide emissions regulations for commercial vehicles coupled with environmental commitments of

an increasing number of corporations are likely to propel electric commercial vehicle sales.

According to BNEF EV 2023, for commercial

vehicles 18 , road freight demand is estimated to increase by 46% globally from 2022 to 2040.

Under the ETS, light-duty commercial

vehicles are estimated to electrify rapidly, propelled by existing favorable total cost of ownership as compared to diesel vans.

more than a third of all new sales are estimated to be electric, increasing to approximately two-thirds by 2040.

Further, under the ETS,

battery electric buses are estimated to represent 65% of global fleet by 2040.

Additionally, electric light-duty commercial vehicle sales

are estimated to increase to approximately 6 million vehicles in 2030 and to approximately 15 million vehicles by 2040, electric medium-and

heavy-duty commercial vehicle sales are estimated to increase to approximately 1 million vehicles in 2030 and to approximately 2.5 million

vehicles by 2040, and electric bus sales are estimated to increase to approximately 0.17 million vehicles in 2030 and to approximately

0.23 million vehicles by 2040 19 .

https://about.bnef.com/insights/clean-transport/electric-vehicle-outlook/#overview

Fuel-economy and carbon-dioxide emissions regulations applicable to commercial

vehicles, together with the environmental and decarbonization commitments of an increasing number of corporate fleet operators, are expected

to support continued growth in electric commercial vehicle adoption.

Under Bloomberg NEF’s ETS, electrification is projected to

expand beyond passenger vehicles into commercial vans, trucks and buses, with light-duty commercial vehicles expected to adopt more rapidly

due to favorable total cost of ownership relative to diesel alternatives.

Bloomberg NEF estimates that electric vans could account for

more than one-third of global new van sales by 2030, while battery-electric trucks are expected to approach approximately 15% of global

new sales by that time, with adoption expected to continue to increase thereafter.

Electric bus adoption is also advancing globally, supported

by government policy measures, with more than half of city bus sales in Europe now electric and Europe largely on track to meet the European

Union’s target of 100% zero-emission city bus sales by 2035 19 .

Market Current Dynamics

global lithium market has recently experienced substantial price decreases.

global lithium market has recently experienced substantial price fluctuations.

Spot prices peaked at over $80,000 per ton in December

but have since declined to just over $10,345 per ton as of March 2025, representing a decrease of over 88%.

This downturn, attributed to oversupply and softened demand, raises concerns for industries reliant on lithium-ion batteries, such

as EVs, renewable energy storage, consumer electronics and refineries.

The decline may have implications for the industry and for Stardust

current price declines, the ongoing escalation in energy demand and the diversification away from over-reliance on fossil fuels

suggests continued rising demand for lithium-powered energy sources over the long term.

S&P Global forecasts stabilization in

lithium carbonate prices within a range between $20,000/mt and $25,000/mt from 2024 to 2027.

BloombergNEF.

2022 but has since declined to just over $10,000 per ton as of March 2025, with a slight rebound to approximately $23,093 per ton in

January 30, 2026 20 .

This downturn, attributed to oversupply and softened demand, raises concerns for industries reliant on

lithium-ion batteries, such as EVs, renewable energy storage, consumer electronics and refineries.

The decline may have implications

for the industry and for Stardust Power.

price declines, long-term demand for lithium is expected to remain supported by continued growth in global energy demand, including increased

adoption of electric vehicles and energy storage systems.

While near-term pricing remains subject to uncertainty due to excess supply,

market participants generally expect supply-demand conditions to rebalance over time as demand growth absorbs surplus capacity;

the timing and magnitude of any recovery remain uncertain and subject to macroeconomic conditions, policy developments, technological

change and future supply responses.

the Fastmarkets Q4 2025 Lithium 10-year Forecast Supply/Demand Report (the “ Fastmarkets Report ”), lithium deficit

is expected to be delayed to 2029.

The 2027 and 2028 years are now forecasted to move to a surplus of 18,000 tons in 2027 and 14,000

tons in 2028.

The overall forecast for lithium demand has increased by roughly 32,000 tons of LCE for 2027 and 26,000 tons of LCE for

The report increased expectations for demand from the ESS market.

This is a result of China continuing to support widespread ESS

deployment via policy, as well as increased demand from the US market due to the expected adoption of ESS by AI data centers.

continues to project significant supply shortfalls from 2030, which grow over time.

The expectation of significantly higher prices in

the next decade is likely to incentivize new supply, which should help mitigate these shortfalls.

Bloomberg NEF.

“Electric Vehicle Outlook 2025” dated 2025.

Prices in Free Fall:

Implications for Clean Energy Transition in the Private Sector.” Available at:

https://www.bradley.com/insights/publications/2024/02/lithium-prices-in-free-fall-implications-for-clean-energy-transition-in-the-private-sector and https://tradingeconomics.com/commodity/lithium

Available at:

https://about.bnef.com/insights/clean-transport/electric-vehicle-outlook/#overview

Lithium - Price - Chart - Historical Data - News

Lithium Supply

most of the lithium mining is situated in Australia and Latin America followed by China.

An announced pipeline

of projects will likely introduce new players and geographies to the lithium-mining map.

This reported capacity base is projected to

be enough for supply to grow at a 20% annual rate to reach over 2.7 million metric tons of lithium carbonate equivalent by 2030.

forecasted demand and supply indicates a balanced industry for the short term, there is a potential need to galvanize new capacity by

Additional lithium sources required to bridge the supply gap are predicted to come from different types of lithium sources.

three lithium sources, of these novel types of lithium sources, which will create the greatest portion of Stardust Power’s feedstock

are from (i) salt flats (ii) produced water and (iii) geothermal brines.

“Lithium Mining:

How New Production Technologies Could Fuel the Global EV Revolution.” Available at:

https://www.mckinsey.com/industries/metals-and-mining/our-insights/lithium-mining-how-new-production-technologies-could-fuel-the-global-ev-revolution.

Currently, much of the lithium mining is situated in Australia and Latin

America followed by China.

An announced pipeline of projects will likely introduce new players and geographies to the lithium-mining map.

The Fastmarkets report estimates that global lithium salts output will reach 1.48 million tons of LCE in 2025, which includes 1.07 million

tons of carbonate, 390,000 tons (LCE basis) of hydroxide and 30,000 tons (LCE basis) of other salts.

While forecasted demand and supply indicates a balanced industry for the

short term, there is a potential need to galvanize new capacity by 2030.

Additional lithium sources required to bridge the supply gap

are predicted to come from different types of lithium sources.

The four lithium sources that are expected to create the greatest opportunity

for Stardust Power’s feedstock are from (i) oilfield brines (ii) salt flats (iii) produced water and (iv) geothermal brines.

Brines – Oilfield brines are highly saline fluid occurring naturally in subsurface petroleum reservoirs, typically co-produced

with hydrocarbons, and composed predominantly of dissolved inorganic salts, metals, dissolved gases, and organic compounds.

Flats - Salt flats, also known as salt pans or saltpans, are vast expanses of land covered with salt and other minerals left

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technology, lithium can be efficiently extracted from the brine beneath salt flats.

Produced Water -

Produced water, a residual from oil and gas extraction, is commonly viewed

Yet, it holds potential with its mineral content, notably lithium.

Water - Produced water, a residual from oil and gas extraction, is commonly viewed as waste.

However, produced water holds

potential with its mineral content, notably lithium.

Its reservoirs are promising for extraction.

isolate and concentrate lithium ions from produced water in order to extract the lithium.

Geothermal Brine - Geothermal brine refers to the hot water that naturally occurs beneath

the Earth’s surface, typically in areas with volcanic activity or high levels of geothermal heat.

It contains dissolved minerals

and salts, including lithium.

DLE methods aim to selectively extract lithium from geothermal brine efficiently.

DLE is able isolate and

concentrate lithium ions from produced water in order to extract the lithium.

Brine - Geothermal brine refers to the hot water that naturally occurs beneath the Earth’s surface, typically in areas

with volcanic activity or high levels of geothermal heat.

It contains dissolved minerals and salts, including lithium.

aim to selectively extract lithium from geothermal brine efficiently.

Domestic Market in the United States

Lithium-Battery

and projected demand is dominated by EVs, but lithium-ion batteries also are ubiquitous in consumer electronics, critical defense

applications, and in stationary storage for the electric grid.

We believe EVs have changed the domestic economy in irreversible

With the increasing electrification of the United States’ transportation sector, growth in employment associated with

EVs has already been demonstrated.

In the United States, 23 EV sales reached a market share of 7.6% in 2023, and

according to some estimates, that figure could increase to a 67% gap over the next decade.

24 Since the IRA passed in

2022, companies have invested $85 billion in new EV and battery manufacturing and supply chain facilities in the United States,

resulting in 82,000 new United States jobs, according to data from the EV Jobs Hub.

While estimates vary, Bloomberg projects

worldwide sales of 56 million passenger EVs in 2040, of which 17% (about 9.6 million EVs) will be in the United States’

If all batteries for Bloomberg’s projected 9.6 million EVs were manufactured abroad, that would result in roughly $100

billion in imports.

Capturing this market is key for the future viability of the United States auto industry, which historically has

contributed 5.5% of the total United States’ gross domestic product.

In addition to the EV market, grid storage uses of

advanced batteries are also anticipated to grow, with Bloomberg projecting total global deployment to reach over 1,095 GW by 2040,

growing substantially from 9 GW in 2018.

25 To participate in the lithium-based battery market, the United States needs a

robust supply chain, upstream, midstream and downstream to produce state-of-the-art, reliable EV and grid storage batteries at

Stardust Power is intending to capture a portion of the midstream market through the development of its lithium

Benchmark Market Intelligence, S&P Global, Project Blue, Goldman Sachs, Companies websites;

Hatch Analysis

Resource Defense Council.

“Demand Grows for Electric Cars, But Does the Market Support

Green Jobs in the EV Industry?” Available at:

https://www.nrdc.org/stories/demand-grows-electric-cars-does-market-green-jobs-ev-industry.

Department of Energy.

“FCAB National Blueprint Lithium Batteries.” Available

https://www.energy.gov/sites/default/files/2021-06/FCAB%20National%20Blueprint%20Lithium%20Batteries%200621_0.pdf.

to the Benchmark Mineral Intelligence Source, the lithium industry needs to invest $116 billion by 2030 if the world is to meet the ambitious

targets set by governments and the largest automakers.

The analysis’s high case scenario, which encompasses data from the International

Energy Agency on enacted country-level policies, would require 5.3 million tons of lithium carbonate equivalent in production today,

which could result in supply shortages, potential causing an increase in lithium

and projected demand is dominated by EVs, but lithium-ion batteries also are ubiquitous in consumer electronics, critical defense applications,

and in stationary storage for the electric grid.

We believe EVs have changed the domestic economy in irreversible ways.

With the increasing

electrification of the United States’ transportation sector, growth in employment associated with EVs has already been demonstrated.

In the United States, EV sales have increased in recent years, and remain influenced by policy developments, infrastructure availability

and consumer cost considerations.

Over the long term, electric vehicles are expected to represent an increasing share of new passenger

vehicle sales in the United States, and the pace of adoption will continue to evolve alongside regulatory and market conditions.

this market is key for the future viability of the United States auto industry, which historically has contributed 5.5% of the total

United States’ gross domestic product.

addition to EVs, Bloomberg NEF projects rapid growth in stationary energy storage deployment to support grid reliability, renewable

energy integration and peak-load management.

Participation in this growing lithium-based battery market requires a robust domestic

supply chain spanning upstream raw materials, midstream refining and downstream battery manufacturing.

Establishing such supply

chains is viewed as strategically important to reduce reliance on imports, mitigate geopolitical risk and support domestic

manufacturing.

Stardust Power intends to participate in this evolving market through the development of its lithium refining

operations, positioning the Company within the midstream segment of the battery supply chain.

Fastmarkets “Lithium 10-year forecast report”, dated November 2025

US Carbonate supply-demand balance

Per the Fastmarkets Report, US demand rose from 60kt LCE in 2022 to 109

kt LCE in 2024.

In 2025, LCE demand from the EV and ESS market rose to 139 kt LCE.

The majority of this gain in demand came from the ESS

market with a lower uptake in EVs expected as a result of the removal of consumer subsidies.

The 30D consumer tax credit, which ended

on September 2025, is expected to lead to low EV lithium demand growth in the US in 2026.

Post-2026 Fastmarkets expects to see strong demand growth to return to

the United States market.

Over the coming 10 years, US lithium demand is forecast to rise at a 21% CAGR reaching 883 kt LCE by 2035.

from the EV sector is forecast to rise to 680 kt LCE, with ESS demand rising to 203 kt LCE.

Fastmarkets estimates that U.S.

lithium carbonate

demand in 2025 reached around 100,000 tonnes.

In their estimation, demand is expected to grow with the current domestic imbalance only

growing through 2035.

Even with all operating plants and brine/mine projects under development, it will likely be impossible to satisfy

domestic demand, and the United States will likely require imports from closer countries, such as Canada, Argentina, and, Brazil.

this imbalance exhibits the timely entrance of the Stardust refinery to support domestic lithium production capacity.

Fastmarkets BFS:

In-depth Lithium Market Review dated December 2025

and Future Market Structures

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States’ Economic Posture

forecasts 3.2 million EV sales in the United States for 2028, and over 200 GW of lithium-ion battery-based grid storage deployed

globally by 2028.

27 With an average estimated EV battery capacity of 100 kWh, 320 gigawatt-hours

(“ gWH ”) of domestic lithium-ion battery production capacity will be needed just to meet passenger EV demand.

Benchmark Mineral Intelligence forecasts domestic lithium-ion battery production capacity of 148 GWh by 2028, less

than 50% of projected demand.

29 These projections indicate threats to the ability of the U.S.

to serve domestic

In this scenario, domestic supply chains for the transportation, utility, and aviation sectors may become vulnerable or beholden

to strategic competitors for key technologies.

Security Posture

Mineral Intelligence.

“Lithium Industry Needs Over $116 Billion to Meet Automaker and Policy Targets by 2030”, dated

August 4, 2023.

Storage Systems

LCE demand from ESS is expected to grow at a CAGR of 13%, reaching 862,000 tons of LCE in 2035 from 250,000 tons of LCE in 2025.

from 2030, we believe the rise of alternative chemistries used by ESS providers, such as sodium-ion, will cause a slight slow down in the

growth of lithium demand.

forecasts continued growth in U.S.

electric vehicle sales through the late 2020s, and rapid expansion of lithium-ion based stationary

storage to support grid reliability and renewable energy intergration.

25 Industry forecasts indicate that projected U.S.

manufacturing capacity additions may lag expected demand growth, resulting in continued reliance on imported batteries, components and

The reliance could increase supply chain vulnerability and strategic exposure for the transportation, utility,

and other infrastructure sectors 27 .

US passenger EV adoption growth has moderated as EV policies and support are being rolled back.

Bloomberg forecasts Passenger electric

car sales in the US rise from 1.6 million in 2025 to 4.1 million in 2030.

24 Fastmarkets “Lithium 10-year forecast report”, dated November 2025

Bloomberg NEF “Electric Vehicle Outlook 2025” dated 2025.

Available at:

https://source.benchmarkminerals.com/article/lithium-industry-needs-over-116-billion-to-meet-automaker-and-policy-targets-by-2030.

Department of Energy.

“FCAB National Blueprint Lithium Batteries.” Available at:

https://www.energy.gov/sites/default/files/2021-06/FCAB%20National%20Blueprint%20Lithium%20Batteries%2006210.pdf.

https://about.bnef.com/insights/clean-transport/electric-vehicle-outlook/#overview

Fastmarkets “Lithium 10-year forecast report”, dated November 2025

Bloomberg NEF “Electric Vehicle Outlook 2025” dated 2025.

Available at:

https://about.bnef.com/insights/clean-transport/electric-vehicle-outlook/#overview

Bloomberg NEF “Electric Vehicle Outlook 2025” dated 2025.

Available at:

https://about.bnef.com/insights/clean-transport/electric-vehicle-outlook/#overview

Security Posture

increasing demand for lithium products and their importance to advanced technologies and energy infrastructure highlights the national

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commercial competitiveness but national security.

On President Trump’s first

day of his second term in office, on January 20, 2025, his administration published an executive order proclaiming a national state of energy

Within the executive order, the White House defined critical minerals as “energy”, then explicitly referenced

the importance of refining stating that “insufficient energy production, transportation, refining, and generation constitutes an

unusual and extraordinary threat to our Nation’s economy, national security, and foreign policy.” 31

Lithium Technologies

Direct Lithium Extraction

DLE is a concentrating

technology that will occur near the lithium source and precedes the lithium refining process being developed for our refinery in

We anticipate partnering with third-party DLE providers for this capability.

DLE technologies aim to efficiently

concentrate lithium brines found in naturally occurring salt flats, geothermal reservoirs, and oilfield produced water.

technology replaces the need for traditional evaporation ponds.

There are various forms of DLE technology, including

adsorption-based, ion-exchange, membrane-separation, or solvent-extraction.

Use of DLE, when compared to traditional evaporation

ponds for brine, offers several advantages such as reducing the environmental footprint, shortening production timelines, increasing

lithium recovery rates, minimizing freshwater usage, and enhancing product purity.

Currently, only adsorption-based DLE has been

implemented at commercial scale (in Argentina and China).

Scaling up DLE technologies may significantly improve lithium production

efficiency, lower operating costs, and improve sustainability.

Stardust Power has entered into letters of intent with DLE suppliers

to evaluate their technologies and will continue to evaluate prospective partners in the space.

Incentives Through the IRA and BIL

The IRA signed into law by

then President Biden in August 2022 has several provisions intended to stimulate domestic demand for EVs and motivate producers to

shift their battery supply chain to North America.

The bill extends availability of the $7,500 credit on the purchase of new EVs and

eliminates the cap on the number of cars that can qualify.

The IRA also provides that, starting January 1, 2024, to be eligible, a

vehicle must not only be built in North America, but its battery must be comprised of at least 40 percent of materials sourced in

North America or a United States trading partner.

Each year that percentage rises by 10 percent until by 2027 whereby it reaches 80

percent of the battery materials.

Given China’s preeminent position in the battery supply chain currently, the IRA may be a

strong motivation for battery manufacturers to locate in North America, increasing demand for BGLC from North American sources.

Additionally,

the DOE has committed $3 billion to bolster the domestic EV supply chain in alignment with the BIL.

Despite increased mining

efforts, it is projected that the United States will still rely on imports for lithium production in the next five to ten years.

BIL intends to incentivize sourcing of critical minerals from countries with U.S.

free trade agreements.

Within the BIL, the federal

government aims to allocate approximately $370 billion over the next decade to facilitate the clean-energy transition.

President Trump’s first day of his second term in office, on January 20, 2025, his administration published an executive order

proclaiming a national state of energy emergency.

Within the executive order, the White House defined critical minerals as “energy,”

then explicitly referenced the importance of refining stating that “insufficient energy production, transportation, refining, and

generation constitutes an unusual and extraordinary threat to our Nation’s economy, national security, and foreign policy.” 30

Lithium Extraction

DLE is a concentrating technology that occurs near the lithium source and

may precede the lithium refining process.

DLE technologies aim to efficiently concentrate lithium brines found in naturally occurring

salt flats, geothermal reservoirs, oilfield brines and produced water.

Use of DLE technology can replace the need for traditional evaporation

There are various forms of DLE technology, including adsorption-based, ion-exchange, membrane-separation, and solvent-extraction

technologies.

Use of DLE, when compared to traditional evaporation ponds for brine, may offer several advantages such as reducing the

environmental footprint, shortening production timelines, increasing lithium recovery rates, minimizing freshwater usage, and enhancing

product purity.

Currently, only adsorption-based

https://www.csis.org/analysis/why-chinas-uav-supply-chain-restrictions-weaken-ukraines-negotiating-power

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

has been implemented at commercial scale (in Argentina and China).

Scaling up DLE technologies may significantly improve upstream lithium

production efficiency, lower operating costs, and improve sustainability.

Stardust Power will evaluate DLE technologies and expects to continue

to evaluate prospective partners in the space.

Through the IRA and BIL

The IRA enacted in August 2022 has several provisions intended to stimulate

domestic demand for EVs and motivate producers to shift their battery supply chains to North America.

The legislation introduced 45X tax

credits equaling 10% of the cost to produce critical minerals, such as lithium, that are phased out beginning in 2030.

The legislation

also adds requirements related to vehicle assembly, battery component manufacturing and critical mineral sourcing designed to promote

domestic and allied supply chains and reduce reliance on foreign sources of battery materials.

Given China’s preeminent position

in the battery supply chain currently, the IRA is intended to influence investment and siting decisions across the battery supply chain,

including lithium processing and refining.

Additionally, the DOE has committed $3 billion to bolster the domestic

EV supply chain in alignment with the BIL.

In August 2025, the DOE announced additional funding opportunities totaling nearly $1 billion

to advance and scale mining, processing, and manufacturing technologies across critical mineral supply chains.

These were issued in accordance

with President Trump’s Executive Order Unleashing American Energy.

The funding opportunities include a Critical Minerals

and Materials Accelerator and an additional Battery Materials Processing and Battery Manufacturing and Recycling Grant Program.

increased mining efforts, it is projected that the United States will still rely on imports for lithium production in the next five to

The BIL intends to incentivize the sourcing of critical minerals from countries with U.S.

free trade agreements.

BIL, the federal government aims to allocate approximately $370 billion over the next decade to facilitate the clean-energy transition.

Factories in the United States

global gigafactory market is expected to grow at a CAGR of 18.03% from 2023 to 2028, driven by the increasing adoption of EVs.

32 Competition

for gigafactory investments is intensifying, with global capacity projected to expand tenfold by 2030.

This is mostly due to Giga

factories’ ability to produce batteries at GWh levels;

a 1 GWh factory can produce enough batteries for 17,000

The global gigafactory market is expected to grow at a CAGR of approximately

24% to 26% through 2028, driven by the increasing adoption of EVs, renewable energy storage systems, and the global shift towards sustainable

energy solutions .

31 Competition for gigafactory investments is intensifying, with global capacity projected to expand tenfold

This is mostly due to the ability of gigafactories to produce batteries at GWh levels;

a 1 GWh factory can produce enough batteries

for 17,000 automobiles.

that global capacity is expected to expand by ten times from its 2020 level by 2030, competition for gigafactory investment is expected

to intensify at a significant rate.

the United States, the DOE forecasts the operation of 13 new battery cell gigafactories by 2025 in the United States, marking a significant

shift in battery manufacturing.

34 This development positions the United States as a prominent hub for EV production.

IR Act has further spurred investments in North American EV supply chains.

The IEA’s recent report reveals that between August

2022 and March 2023, major EV and battery manufacturers announced a cumulative investment of $52 billion in North American EV supply

Market Estimates.

“Gigafactory Market Report.” Available at:

https://www.globalmarketestimates.com/market-report/gigafactory-market-3915.

Markets Reports.

“US Gigafactories:

Powering the Electric Vehicle Revolution.” Available at:

https://evmarketsreports.com/us-gigafactories-powering-the-electric-vehicle-revolution/.

Market Estimates.

“Gigafactory Market”, dated March 11, 2024.

Available at:

https://www.globalmarketestimates.com/market-report/gigafactory-market-3915.

Markets Reports.

https://www.marketsandmarkets.com/Market-Reports/battery-gigafactory-market-230821048.html

EV Markets Reports.

“US Gigafactories:

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https://evmarketsreports.com/us-gigafactories-powering-the-electric-vehicle-revolution/.

Stardust Power looks to become a leading producer

of BGLC in the United States.

Our approach is to establish a large central refinery, optimized for multiple inputs of brine lithium feedstock.

Sustainability is a core focus at every level of operations, from how feedstock is sourced to the use of renewable energy at the refinery.

We are limiting air emissions through the electrification of production lines and preserving water through the implementation of zero

liquid discharge (“ ZLD ”) technologies, recycling water, among others.

Developments in the domestic market impact the Company in the following

Market Demand:

With the growth in demand for EVs and energy infrastructure, we look to position the Company to serve the broad set of battery and advanced technology manufacturers supporting this expanding ecosystem.

Supply Chain Stability:

Bolstered by support from the federal government, domestic supply chains will continue to trend towards domestic resiliency.

Regulatory Environment:

Efforts to streamline permitting, reduce regulatory hurdles, and provide financial support for infrastructure development, all provide continued evidence of prioritizing domestic lithium production.

The key components of Stardust Power’s business strategy are as follows:

Reduce Technology Risk:

Power looks to become a leading producer of BGLC in the United States.

Our approach is to establish a large central refinery,

optimized for multiple inputs of lithium chloride feedstock.

Sustainability is a core focus in our operations, from how feedstock is

sourced to the use of electrical energy at the refinery.

Our design is expected to minimize air emissions and water

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

With the growth in demand for EVs and energy infrastructure, we look to position the Company to serve the broad set of

battery and advanced technology manufacturers supporting this expanding ecosystem.

Chain Stability:

Bolstered by support from the federal government, domestic supply chains are expected to continue to trend towards domestic

we believe efforts to streamline permitting, reduce regulatory hurdles, and provide financial support for infrastructure development provide continued evidence of prioritizing domestic lithium production.

key components of Stardust Power’s business strategy are as follows:

Technology Risk:

The Company seeks to mitigate technology risk within its refinery process.

The Company’s plan to develop the Facility involves executing a fully chemical conversion process using commercially proven technologies.

The Company’s design utilizes

commercially proven technologies.

This approach aims to minimize risks associated with technology adoption.

Engage Specialized Partners:

The Company has engaged two specialized engineering firms with extensive track records in lithium.

has been enlisted to provide a preliminary readiness assessment (“ Readiness Assessment ”) and an FEL-1 scoping study.

Primero Group has been enlisted to provide FEL-3 engineering services.

Feedstock Flexibility :

Specialized Partners:

The Company has engaged two specialized engineering firms with extensive

track records in lithium.

(“ Hatch ”) provided a preliminary readiness assessment (the “ Readiness

Assessment ”) and an FEL-1 scoping study.

Primero provided FEL-3 engineering services and budgetary estimates.

Flexibility :

The Company anticipates sourcing feedstock for its refinery from multiple suppliers.

Moreover, the company seeks to vertically integrate its supply chain through investments, joint ventures, and strategic partnerships.

By implementing a “hub and spoke” model, we aim to efficiently aggregate lithium feedstock supplies, enhancing scalability and resiliency.

Moreover, the Company seeks

to vertically integrate its supply chain through investments, joint ventures, and strategic partnerships.

By implementing a “hub

and spoke” model, we aim to efficiently aggregate lithium feedstock supplies, enhancing scalability and resiliency.

and Sale Agreement

January 10, 2024, Stardust Power and the City of Muskogee entered into the PSA to

purchase the site in Southside Industrial Park, Muskogee, Oklahoma in Port Muskogee for a total of $1,662,030.

January 10, 2024, Stardust Power and the City of Muskogee entered into the PSA to purchase the site in Southside Industrial Park,

Muskogee, Oklahoma in Port Muskogee for a total of $1,662,030.

December 16, 2024, the Company completed the purchase and acquired title to the land.

Stardust Power and the City of Muskogee entered

into a Development Agreement which calls for the Company to (i) commence the construction of the Facilities within 12 months from

January 10, 2024, and (ii) diligently proceed to completion without unreasonable delays, but subject to construction delays and interruptions

due to occurrences of Force Majeure, as defined in the PSA.

Commencement of construction is to include the development of plans and specification

for the Facilities and the start of dirt work for the Facility.

Stardust Power and the City of Muskogee further

entered into a Development Agreement which calls for the Company to (i) commence the construction of the Facility within 12 months

from January 10, 2024, and (ii) diligently proceed to completion without unreasonable delays, but subject to construction delays and

interruptions due to occurrences of Force Majeure, as defined in the PSA.

Commencement of construction is to include the development

of plans and specification for the Facility and the start of earth works for the Facility.

PSA further calls for the City of Muskogee to aid Stardust Power in its development of its lithium refinery by using commercially reasonable

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which may include, without limitation barge, rail storage and truck capabilities to access and transport goods and supplies to and from

the Facility at Port Muskogee.

the site and Port Muskogee.

Port Muskogee will assist the Company with the exploration of incentives, grants and other funding opportunities to improve access to

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(i) upgrading and improving West 53rd Street to provide a second entrance to the site, and (ii) extending rail service

Company believes that the secured site at Southside Industrial Park within the Port Muskogee, and Oklahoma in general, is an ideal location

Company believes that the secured site at Southside Industrial Park within Port Muskogee, and Oklahoma in general, is an ideal location

for its Facility.

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33 Stardust Power anticipates these improvements could increase its operational

efficiency, improve resiliency to weather events, and support continuous growth with increased multi-modal throughout the terminal area.

Muskogee has robust workforce and education systems in place.

It has 24 post-secondary institutions within 60 miles (including four post-secondary

institutions within Muskogee County) more than 2,140 post- secondary programs offered within 60 miles, and over 14,377 post-secondary

completions annually within 60 miles.

The Muskogee Center for Workforce Excellence focuses on manufacturing by deploying resources, leveraging

existing programs, and aligning with local and regional employment demand.

The state has a highly skilled workforce in the oil and gas

engineering sector that can be trained for lithium refinery operations.

site has access to the largest inland waterway system in America, a strong interstate highway network, and rail lines.

The City of Muskogee

has begun the process of creating a tax increment financing district (“TIF”) to complete infrastructure improvements including

a rail line to the west of the property and West 53rd Street to the north up to industrial access grade creating an Industrial Truck

Corridor from State Highway 64 to State Highway 69.

efficiency, improve resiliency to weather events, and support continued growth with increased multi-modal throughout the terminal area.

The Company believes, Port Muskogee has a robust workforce and education

systems in place.

Within 60 miles of the city, there are 24 post-secondary institutions (including four post-secondary institutions within

Muskogee County), with more than 2,140 post- secondary programs offered, and over 14,377 post-secondary courses annually.

Center for Workforce Excellence focuses on manufacturing by deploying resources, leveraging existing programs, and aligning with local

and regional employment demand.

The state has a highly skilled workforce in the oil and gas engineering sector that the Company believes

can be trained for lithium refinery operations.

The site has access to the largest inland waterway system in the United

States, a strong interstate highway network, and significant rail lines.

The City of Muskogee has begun the process of creating a tax

increment financing district (“ TIF ”) to complete infrastructure improvements including a rail line to the west of the

property and West 53rd Street to the north up to industrial access grade creating an Industrial Truck Corridor from State Highway 64 to

State Highway 69.

The proposed multimillion dollar TIF was designed for the benefit of the Company.

Stardust Power intends to occupy 66 of the 260 acres at Port Muskogee, excluding creeks.

Due Diligence

site due diligence, including:

a critical issues analysis (“ CIA ”), a Phase I Environmental Site Assessment (“ ESA ”),

a Geotechnical Study, Cultural Survey, Logistics Study, and a readiness assessment, has been conducted .

Extensive site due diligence, including a critical issues analysis (“ CIA ”),

a Phase I Environmental Site Assessment (“ ESA ”), a Geotechnical Study, a Cultural Survey, a Logistics Study, and a

readiness assessment has been conducted.

Issues Analysis

behalf of Stardust Power, certain legal counsel and ENERCON Services Inc.

conducted a CIA of land cover, water resources, biological

resources, protected lands, and a review of regulatory and permitting considerations for a proposed lithium refinery in the Project

The Cultural Resource Project Area consists of a 0.6-km buffer surrounding the Project Area, (originally the proposed 81 acres,

from which the 66 acres was carved out).

This CIA provides a broad, yet comprehensive overview of the key environmental resources identified

during preliminary project planning and includes a review of publicly available background information, regulatory constraints, and risks.

The CIA further provides recommendations, such as additional work that might be necessary or prudent for further evaluation and/or mitigation

of potential risks to each resource before project implementation.

On behalf of Stardust Power, certain legal counsel and ENERCON Services

conducted a CIA of land cover, water resources, biological resources, protected lands, and a review of regulatory and permitting

considerations for a proposed lithium refinery in the Project Area.

The Cultural Resource Project Area consists of a 0.6-km buffer surrounding

the Project Area, (originally the proposed 81 acres, from which 66 acres were carved out).

This CIA provides a broad, yet comprehensive

overview of the key environmental resources identified during preliminary project planning and includes a review of publicly available

background information, regulatory constraints, and risks.

The CIA further provides guidance for the mitigation of potential risks to

each resource before project implementation.

Oklahoma Department of Commerce.

“Port Muskogee Investing in Infrastructure, Launches New Brand.” Available at:

https://www.okcommerce.gov/port-muskogee-investing-in-infrastructure-launches-new-brand/.

1 Environmental Site Assessment

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in connection with the Project Area.

Department of Commerce.

“Port Muskogee Investing in Infrastructure, Launches New Brand.” Available at:

https://www.okcommerce.gov/port-muskogee-investing-in-infrastructure-launches-new-brand/.

the SW Muskogee, OK Quadrangle Map (USGS 2018), creeks and ponds are mapped on the subject property.

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No significant data gaps were encountered.

per ENERCON’s suggestion, the delineation of the wetlands was executed by the Company by excluding the risk areas from the Purchase

and Sale Agreement, which resulted in the purchase of 66 acres of land by the Company.

Company excluded the wetland risk areas from the Purchase and Sale Agreement, which resulted in the purchase of 66 acres of land by the

See “ The Site - Purchase and Sale Agreement .”

and Historical Assessment

On October 25, 2024, the Oklahoma Archeological Survey issued a finding

that no archaeological sites were identified in the project area and no historic properties were affected.

The overall opinion was then

deferred to the State Historic Preservation Office (SHPO).

On October 24, 2024, the SHPO directed any request to be submitted through

the responsible federal agency as appropriate.

As of January 26, 2026, there is no nexus at the project site with federal jurisdiction,

and the project remains at the state level.

February 19, 2024, ENERCON delivered a report in support of the construction of the proposed lithium processing plant.

The report concluded

that physiographic, topographic, hydrologic, soil, and subsurface structural conditions are suitable for the construction of a lithium

processing plant within the Project Area in Muskogee County, Oklahoma.

concluded that physiographic, topographic, hydrologic, soil, and subsurface structural conditions are expected to be suitable for

the construction of a lithium processing plant within the Project Area in Muskogee County, Oklahoma.

site was evaluated as part of the Readiness Assessment performed by Hatch, which was completed on October 11, 2023.

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Following a preliminary review, the presently held view is:

site has approximately 66 acres available, after the carveout of creeks, which may be of

adequate size based on current conditions.

Power appears to have identified certain key permitting requirements.

of process water discharge may simplify permitting.

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

site has approximately 66 acres available, after the carveout of creeks.

Power has identified key permitting requirements.

of expected process water discharge simplifies permitting.

early-stage view is based on incomplete information available as of the date of the evaluation, as well as numerous assumptions and considerations, and is subject

Gas and Electric Substation Feasibility

January 31, 2024, Stardust Power and Oklahoma Gas & Electric entered into an Electric Service Will Serve Agreement (the “ OG&E

Agreement ”) in which OG&E has agreed to sell Stardust Power electricity at the site contingent upon OG&E performing

engineering and design services, including procurement of materials and/or equipment, to determine the costs of providing electricity

These costs shall be paid by Stardust Power through a Minimum Bill Agreement, which shall be entered into at a future date.

Currently, construction power exists on the site suitable to take the project to the next phase.

The OG&E Agreement will be reviewed and renegotiated if necessary, pending the conclusions from the FEL-3 Report.

On January 31, 2024, Stardust Power and Oklahoma Gas & Electric (“ OG&E ”)

entered into an Electric Service Will Serve Agreement (the “ OG&E Agreement ”) pursuant to which OG&E has agreed

to sell Stardust Power electricity at the site contingent upon OG&E performing engineering and design services, including procurement

of materials and/or equipment, to determine the costs of providing electricity at the site.

These costs shall be paid by Stardust Power

through a Minimum Bill Agreement, which is expected to be entered into at a future date.

Currently, construction power is available to

take the project to the next phase.

In May 2025, Stardust Power and OG&E executed an addendum to the OG&E Agreement increasing

the available power up to 40 megawatts, with expansion possible for phase 2.

The OG&E Agreement will be reviewed and renegotiated

if necessary.

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

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The Company seeks to be a diversified player, with upstream

and downstream integration in the future, in partnership with their industry partners.

central refinery is being designed to be optimized for multiple lithium brine inputs.

By utilizing a “hub and spoke”

refinery model, the Company believes it can scale production more efficiently through sourcing lithium brine feedstock from

different sources.

This limits risk of dependence on a single type of feedstock.

It also differentiates Stardust Power from other

lithium refineries which are in the process of being constructed in the United States.

The Company’s strategy is to source

supply from multiple sources which may include feedstock from (i) salt flats, (ii) geothermal brines, and (iii) produced water.

Additionally, Stardust Power is also able to intake technical or crude grade lithium for its conversion process.

the ordinary course of business, Stardust Power has entered into non-binding letters of intent and memorandums of understanding in order

to secure feedstock.

The following is a description of certain non-binding letters of commitments to which we are a party.

Metals Exclusivity Agreement

November 9, 2024, the Company entered into a 90-Day exclusivity agreement with IRIS Metals, an ASX-listed metals company, which follows

the Company’s investment into IRIS Metals for approximately $1.65 million or 10 million shares of IRIS Metals.

The agreement allows

the Company to explore a strategic partnership with, or investment in, IRIS Metals, including, without limitation, a commercial offtake

arrangement for battery-grade lithium production, financing or other investment in IRIS Metals or its affiliates, beginning December

Following the completion of the initial investment, Stardust Power owns approximately 6% of IRIS Metals.

On March 7, 2025, the company extended the exclusivity period for additional 30 days.

Additionally,

Stardust Power has the option to acquire a second tranche of 10 million shares in IRIS Metals on the same terms as the initial investment,

plus warrants to acquire ordinary shares of IRIS Metals at an exercise price of $0.40 per share.

This second tranche investment is subject

to approval by IRIS Metals shareholders and other conditions precedent.

this stage, we do not know how much financing this project will require, or whether such financing will be available on acceptable terms,

Furthermore, we cannot predict with certainty when these projects will begin production, if ever.

and downstream integration in the future, in partnership with its industry partners.

The central refinery is being designed to be optimized for multiple lithium

chloride inputs.

By utilizing a “hub and spoke” refinery model, the Company believes it can scale production more efficiently

through sourcing lithium chloride feedstock from different sources.

This limits the risk of dependence on a single type of feedstock.

It also differentiates Stardust Power from other lithium refineries, which are in the process of being constructed in the United States.

The Company’s strategy is to source supply from multiple sources which may include feedstock from (i) oilfield brines, (ii) salt

flats, (iii) geothermal brines, and (iv) produced water.

the ordinary course of business, Stardust Power has is negotiating non-binding letters of intent in order to secure feedstock.

Letter of Intent

On October 20, 2025, the Company entered into a non-binding letter agreement

with Prairie Lithium Limited (“ Prairie ”), an Australia-based company, for the supply of 6,000 metric tons per annum

of LCE in the form of lithium chloride.

The lithium chloride is sourced from the Prairie Lithium Project in Saskatchewan, Canada and is

expected to be used as feedstock at Stardust Power’s Facility.

The initial contract term

would span 6 years starting from the date on which first commercial shipment is received by the Company, with the option for the Company

to renew for two additional six year terms.

Letter of Intent

October 31, 2025, the Company entered into a non-binding letter agreement with Mandrake Resources Limited (“ Mandrake ”),

an Australia-based company, for the supply of 7,500 metric tons per annum of LCE in the form of lithium chloride.

The initial contract

term would span 12 years starting from the date on which first commercial shipment is received by the Company, with the option for the

Company to renew for an additional six-year term.

Resources Letter of Intent

March 15, 2024, Stardust Power and Usha Resources entered into a non-binding Letter of Intent (the “Jackpot LOI”), except

for certain binding terms such as those relating to the exclusivity period until June 30, 2025, as extended, to acquire an interest in

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

Usha Resources is an established lithium developer with multiple

projects in development.

The Jackpot Lake Lithium Brine Project is a flagship asset of Usha Resources and is a lithium brine asset located

in the United States, comprising of 8,714 acres of property.

The project is currently engaged in its maiden drill program.

LOI provides Stardust Power with the exclusive option to agree to acquire up to 90% of the interests held by Usha Resources in the Jackpot

Lake project, based on an indicative earn-in schedule.

As part of a definitive agreement, Stardust Power would be required to invest

into the development of the Jackpot Lake project.

March 15, 2024, Stardust Power and Usha Resources Ltd (“ Usha Resources ”) entered into a non-binding Letter of Intent

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

30, 2025, as extended, to acquire an interest in Usha Resources’ lithium brine project, situated in the United States.

Usha Resources

is an established lithium developer with multiple projects in development.

The Jackpot Lake Lithium Brine Project is a flagship asset

of Usha Resources and is a lithium brine asset located in the United States, comprising of 8,714 acres of property.

The project is currently

engaged in its maiden drill program.

The Jackpot LOI provides Stardust Power with the exclusive option to agree to acquire up to 90%

of the interests held by Usha Resources in the Jackpot Lake project, based on an indicative earn-in schedule.

As part of a definitive

agreement, Stardust Power would be required to invest in the development of the Jackpot Lake project.

this stage, we do not know how much financing this project will require, or whether such financing will be available on acceptable terms,

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Letter of Intent

March 13, 2024, Stardust Power and IGX, entered into an exclusive letter of intent (the “ IGX LOI ”) to potentially

acquire interests in certain mining claims (the “ IGX Claims ”).

The contemplated transaction is subject to the entering

into of a definitive agreement, due diligence by Stardust Power, and other factors.

In connection with the entering into the non-binding

IGX LOI, Stardust Power has paid a non-refundable payment of $30,000 in connection with obtaining a binding exclusivity right.

Stardust Power has agreed to binding provisions relating to (i) a right of first refusal in favor of Stardust Power and (ii) the delivery

of a form promissory note in favor of IGX (the “IGX Note”).

If executed, the promissory note, in the amount of approximately

$235,000, is to be used for the payment of the maintenance fees of the IGX Claims and is for a term of twenty-four (24) months with

an annual interest rate of six percent (6%) and repayment due upon maturity.

IGX LOI provides that the promissory note will be entered into regardless of whether the parties have reached a definitive agreement

by July 1, 2024.

On August 19, 2024, the Company entered into a promissory note arrangement with IGX for $176,000 to allow the

Company to potentially be able to enter into related agreements and partnerships with IGX on the Project.

The IGX Note carries an

interest rate of 6% with a maturity date of December 16, 2024.

On December 19, 2024, the Company extended the exclusivity and

maturity of the promissory note to February 28, 2025.

The IGX Note is secured by a letter of intent for possible acquisition,

including through a potential joint venture, of IGX’s mining claims.

The payment is made solely for the payment of all 2024 BLM

fees and county land maintenance fees, notice of intent and associated filing fees for the claims owned by IGX.

The Company is in active

discussion in negotiating the terms for repayment and is evaluating multiple options including a possible strategic investment.

Stardust Power acquires an interest in any of the IGX Claims, the balance of the promissory note shall be credited as part of Stardust

Power’s investment and IGX shall have not been required to repay the note.

IGX has conducted initial assessments which need to

be analyzed to determine the next steps for the venture.

This is an early-stage development company, and the Company is conducting ongoing

diligence with respect to the progress, timeline, and development of the IGX toward becoming a feedstock supplier.

At this stage, we

do not know how much financing this project will require, or whether such financing will be available on acceptable terms, or at all.

Furthermore, we cannot predict with certainty when these projects will begin production, if ever.

Letter of Intent

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

Limited (“ QXR ”) to negotiate an agreement to work together collaboratively and in good faith to assess the lithium

brines contained in the Liberty Lithium project (the “ Project ”).

brines contained in the Liberty Lithium project (the “ Liberty Project ”).

At this stage, we do not know how much financing

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with certainty when these projects will begin production, if ever.

connection with entering into of the non-binding letter of intent, the parties have memorialized their intent to evaluate options to

potentially supply Stardust Power with lithium brine products from the Project at their own costs and evaluate options to determine if

there is an economically feasible process to produce lithium products from the Project to potentially supply Stardust Power with a limited

volume of such products.

In connection with the entering into of this letter of intent, Stardust Power made an initial equity investment

of $200,000 in QXR.

This letter of intent has since lapsed as per its terms.

August 16, 2024, the Company entered into a promissory note arrangement with IG Lithium LLC (“IGL”) for $316,000 (the “ IGL

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

carries an interest rate of 6% with a maturity date of July 1, 2025.

The IGL Note is secured by first priority in all rights, title,

interest, claims and demands of IGL related to the Project and other assets of the Company.

In connection with entering into the non-binding letter of intent, the

parties have memorialized their intent to evaluate options to potentially supply Stardust Power with lithium brine products from the Liberty

Project at their own costs and to evaluate options to determine if there is an economically feasible process to produce lithium products

from the Liberty Project to potentially supply Stardust Power with a limited volume of such products.

In connection with the entry into

this letter of intent, Stardust Power made an initial equity investment of $200,000 in QXR.

This letter of intent has since lapsed pursuant

to its terms.

and Engineering

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

project risk assessment;

artistic site renderings;

financial model assumption review;

equipment procurement timelines.

this assessment, Hatch performed a DLE output simulation of the water samples using adsorption technology, identified expected ranges

of impurities, lithium recovery, and options to process the feedstock, assessed transportation options and expected ranges of costs at

high level, and provided high level financial model inputs for CAPEX and OPEX based on benchmarks only.

Hatch completed the front-end

loading, (FEL-1), also known as a scoping study as of April 17, 2024.

risk assessment;

site renderings;

model assumption review;

procurement timelines.

As part of this assessment, Hatch performed a DLE output simulation of water samples using adsorption technology to simulate feedstock composition,

identified expected ranges of impurities, lithium recovery, and options to process the feedstock, assessed transportation options and

expected ranges of costs at high level, and provided high level financial model inputs for CAPEX and OPEX based on benchmarks only.

completed the front-end loading, (FEL-1), also known as a scoping study as of April 17, 2024.

date, Hatch has not transferred any intellectual property to Stardust Power.

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August 4, 2024, the Company entered into an engineering agreement with Primero (the “ Primero Agreement ”) pursuant

to which Primero agreed to provide certain engineering, design and consultancy professional services, including to assist in procurement

of major equipment, engage relevant third parties for construction and provide a FEL-3 report of the Company’s Facility

at Southside Industrial Park, Muskogee, Oklahoma in Port Muskogee.

The total amount due pursuant to the Primero Agreement, assuming full

performance, is approximately $4.7 million, in the aggregate, subject to customary potential adjustments and is due for completion in

the first half of 2025.

to which Primero agreed to provide certain engineering, design and consultancy professional services, including engagement with major

equipment suppliers and constructors, and to provide a FEL-3 report of the Company’s Facility at Southside Industrial Park,

Muskogee, Oklahoma in Port Muskogee.

The total amount due pursuant to the Primero Agreement, is approximately $4.9 million, in the aggregate,

subject to customary potential adjustments.

Final Investment Decision Reporting:

is preparing a comprehensive FEL-3 report that encapsulates the results of 8 months of technical, financial, and risk analysis.

has prepared a comprehensive FEL-3 report that encapsulates the results of one year of technical, financial, and risk analysis.

report is pivotal for the Company to make informed decisions regarding project viability, as well as assist the Company in obtaining

project finance for the Facility.

Exclusive Concentration Technology License

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

KMX (the “License Agreement”).

the terms of the License Agreement, KMX agreed to irrevocably license to the Company the use of KMX’s vacuum membrane

distillation technology (“VMD Technology”) and associated processes and systems (including units incorporating the VMD

Technology (“KMX VMD Units”)) for the purpose of the Company’s use of the technology in its refining and upstream

Among other obligations set forth in the License Agreement, third parties shall be required to exclusively purchase all

KMX VMD Units for the specific use of lithium concentration within the jurisdictions of the exclusive license, from Stardust Power

during the term of the License Agreement on the terms and conditions set forth therein.

The License Agreement grants Stardust Power the

exclusive right to sub license, use, market, sell and operate KMX’s VMD Technology across the United States, Canada and select

international markets.

Engineering review with B&V

April 10, 2025, the Company entered into an independent engineering review agreement with Black & Veatch Management Consulting LLC

(“ B&V ”) pursuant to which B&V agreed to conduct a rigorous Independent Engineering Red Flag Report (the “ IE

Report ”) assessing the Company’s plans to construct a 50,000 metric-ton-per-annum (“ mtpa ”) battery-grade

lithium carbonate facility starting with a Phase 1 of 25,000 mtpa.

B&V prepared a comprehensive IE Report that validated that the

Company’s project design is based on proven lithium processing systems, with modifications that allow it to handle a wider range

of feedstocks and still recover lithium efficiently.

The review found the technology risk to be low, reflecting the similarity of the

design to established operations worldwide.

Concentration Technology License

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

with KMX (the “ License Agreement ”).

the terms of the License Agreement, KMX agreed to irrevocably license to the Company the use of KMX’s vacuum membrane distillation

technology (“ VMD Technology ”) and associated processes and systems (including units incorporating the VMD Technology

(“ KMX VMD Units ”)) for use in the Company’s planned refining and upstream operations.

Among other obligations

set forth in the License Agreement, third parties shall be required to exclusively purchase all KMX VMD Units for the specific use of

lithium concentration within the jurisdictions of the exclusive license, from Stardust Power during the term of the License Agreement

on the terms and conditions set forth therein.

The License Agreement grants Stardust Power the exclusive right to sub license, use, market,

sell and operate KMX’s VMD Technology across the United States, Canada and select international markets.

Company agreed to pay KMX a royalty comprised of 500,000 shares of Common Stock (the “ Royalty Shares ”).

The securities are being offered and sold by the Company pursuant to an exemption from the registration requirements of the

Securities Act provided by Section 4(a)(2) and/or Regulation D promulgated thereunder, as a transaction not involving a public offering.

License Agreement shall have a term beginning the License Agreement Effective Date until either of the following dates as determined

by the stock price of the Common Stock on the Nasdaq Global Market 240 days following the License Agreement Effective Date:

the event the Actual Royalty Amount is less than $2,000,000, the second anniversary of the License Agreement Effective Date;

the event the Actual Royalty Amount is equal to or greater than $2,000,000 but less than $8,000,000, the fifth anniversary of the

License Agreement Effective Date;

or (iii) in the event the Actual Royalty Amount is equal to $8,000,000 or more, the seventh

The securities

were issued by the Company pursuant to an exemption from the registration requirements of the Securities Act provided by Section 4(a)(2)

and/or Regulation D promulgated thereunder, as a transaction not involving a public offering.

License Agreement shall have a term beginning on the License Agreement Effective Date until either of the following dates as

determined by the stock price of the Common Stock on the Nasdaq 240 days following the License Agreement Effective

(i) in the event the Actual Royalty Amount is less than $2,000,000, the second anniversary of the License Agreement Effective

(ii) in the event the Actual Royalty Amount is equal to or greater than $2,000,000 but less than $8,000,000, the fifth

anniversary of the License Agreement Effective Date;

The Company can renew the term of the License Agreement at its sole option upon

the expiration of the initial term for an additional five years if the Company acquires three or more KMX VMD Units during the

initial term.

The “Actual Royalty Amount”, as defined in the License Agreement, is determined by the sum of the value of

the Royalty Shares remaining unsold by KMX on the date that is 240 days following the License Agreement Effective Date, plus the

gross proceeds from any sales of the Royalty Shares prior to such date.

or (iii) in the event the Actual Royalty Amount is equal to $8,000,000 or more,

the seventh anniversary of the License Agreement Effective Date.

The Company can renew the term of the License Agreement at its sole

option upon the expiration of the initial term for an additional five years if the Company acquires three or more KMX VMD Units

during the initial term.

The “Actual Royalty Amount”, as defined in the License Agreement, is determined by the sum of

the value of the Royalty Shares remaining unsold by KMX on the date that is 240 days following the License Agreement Effective Date,

plus the gross proceeds from any sales of the Royalty Shares prior to such date.

Company agreed to provide certain registration rights to KMX with respect to the Royalty Shares, including piggyback rights, subject

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period, with the first such period beginning on the earlier to occur of (i) or (ii) above.

Power is developing a large central refinery in a phased approach.

The first phase is the construction of an up to 25,000 metric tpa

production line.

The second phase is to add a second production line of up to 25,000 metric tpa to create a total capacity of up to

50,000 metric tpa.

technological innovation of Stardust Power’s planned refinery is the ability for the Facility to refine different types of

lithium brine inputs.

The Facility is being designed to accept lithium brines, of a certain approved chemical composition.

Stardust Power’s intention that the Facility will be able to dilute, re-pulp and blend feedstock as necessary, to produce a consistent feedstock.

Stardust Power is developing a large central refinery in a phased approach.

The first phase is the expected construction of an up to 25,000 metric tpa production line.

The second phase is the expected addition

of a second production line of up to 25,000 metric tpa to create a total capacity of up to 50,000 metric tpa.

An innovation of Stardust Power’s planned refinery is expected to

be the ability for the Facility to refine different sources of lithium chloride inputs.

The Facility is expected to be designed to accept

lithium chloride, of a chemical composition within an approved range.

It is Stardust Power’s intention that the Facility should

be able to dilute, re-pulp and blend feedstock as necessary, to produce a consistent feedstock.

Stardust Power’s strategy is to

differentiate itself by screening for a broader set of contaminants, in comparison to other lithium refineries.

Accordingly, by

conducting a broader screening and, in turn, a more involved purification process, the Company plans to be able to blend different

types of feedstock.

Furthermore, an advantage of using DLE technology is the ability to remove certain contaminants upstream prior

to them reaching the Facility, allowing for more optionality for feedstock characteristics.

The conversion process is a fully

chemical conversion process.

The Facility’s planned chemical process is a mature, proven and well understood process which has

been deployed substantially in South America.

The Company’s flowsheet, detailed below, is expected to result in the production

of solid BGLC (approximately 99.7%) from liquid lithium chloride feed.

rendering concept of the Facility’s site plan below includes the main plant, feedstock warehouse, feedstock tanks, intermediate

feedstock containers, reagents warehouse, unloading station, consumables warehouse, product warehouse, electrical generator, utilities,

water tank, dilution tank, calcium and magnesium residue disposal, ZLD water system, carbon dioxide storage tank, solvent extraction,

administrative building and parking area.

differentiate itself by treating a broader set of contaminants.

Consequently, by conducting a more involved purification process, the

Company plans to be able to blend different sources of feedstock.

Furthermore, an advantage of third-party use of DLE technology is the

ability to remove certain contaminants upstream prior to the feedstock reaching the Facility, if needed, which is expected to allow for

more optionality for feedstock characteristics.

The Facility’s planned chemical process is a mature, proven and well understood

process that has been deployed substantially in South America.

The Company’s flowsheet, detailed below, is expected to result in

the production of solid BGLC (approximately 99.5%-99.9%) from aqueous lithium chloride feedstock.

The rendering concept of the Facility’s site plan below includes

the main plant, feedstock warehouse, feedstock tanks, intermediate feedstock containers, reagents warehouse, unloading station, acid tank,

consumables warehouse, product warehouse, generators, utilities, water tank, dilution tank, calcium and magnesium residue disposal, zero

liquid discharge (“ ZLD ”) water system, carbon dioxide storage tank, solvent extraction, administrative building and

parking area.

Company intends to take a phased approach to setting up its Facility and expansion.

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of BGLC in the United States.

The total cost of the refinery, which includes all direct and indirect costs and contingencies needed to

engineer and build the refinery, has been estimated at $1,165 million which includes a conservative contingency amount typical of FEL 1 studies.

capex numbers will be updated as per the FEL-3 study conclusion.

The total cost of the refinery, which includes direct and indirect costs and contingencies needed to

engineer and build the refinery Phase I, has been estimated at approximately $500 million and includes a conservative contingency amount

typical of FEL 3 studies.

The final capex numbers will be updated during detailed engineering.

Phase 1, the Company seeks to build its first production line of up to 25,000 metric tpa capacity.

Phase 1 also includes building

essential infrastructure for the site such as storage facilities, road networks, and additional infrastructure that will be shared

by the Facility’s first and second production lines (“Train 1” and “Train 2”, respectively).

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

building the front-end and back-end of Train 1 simultaneously.

Building the front and back-end simultaneously will provide an operating

self-sufficient production line with the capability to process either technical grade or lithium chloride brine for conversion to BGLC.

The approach of constructing front and back-end simultaneously has the advantage of cost and schedule maximization.

This strategy is

designed to enable Stardust Power to efficiently enter the market as a BGLC manufacturer.

Phase 1 also includes building essential

infrastructure for the site, such as storage facilities, road networks, and certain additional infrastructure that will be shared by the

Facility’s first and second production lines (“Train 1” and “Train 2,” respectively).

Phase 1, Train 1 and common infrastructure, is expected to consist of detailed engineering and procuring critical and non-critical equipment.

1 (Train 1 and common infrastructure)

Power will partner with a leading engineering, procurement and management firm, for the development of up to 25,000 metric tons in

annual production capacity.

The majority of the activities will focus immediately on-site development earthworks, infrastructure,

buildings, and utilities, better enabling Stardust Power to effectively mobilize contractors to a well-prepared site.

Post FID, the

Company expects that Train 1 and Common Infrastructure will be engineered and constructed in line with standard construction

timeline, typically expected to span over a 24-30-month period.

The total cost for Phase 1 has been estimated

preliminarily at an Association for the Advancement of Cost Engineering (“ AACE ”) Class 5 Level.

The timeline and

cost are based on numerous variables and assumptions and are early phase estimates only and are likely to change.

Phase 2, Stardust Power plans to expand and set up an additional production line with a capacity of 25,000 metric tons of

battery-grade lithium to its Facility for a total production capacity of up to 50,000 metric tpa.

The completion of construction and

mechanical installation of Phase 2 may be completed in a similar timeframe as Phase 1, after completion and commissioning of Train

The total refinery cost of Train 2 has been estimated preliminarily at an AACE Class 5 level .

By building an

additional production line, mirroring the Train 1 design, the Company plans to maximize the continuity of design from Train 1, into

the design of Train 2.

The timeline and cost are based on numerous variables and assumptions and are early phase estimates only and

are likely to change.

Brine Feedstock

typical hard rock ore mining, Stardust Power may source lithium brine feedstock for its Facility from (i) lithium salt flats,

(ii) geothermal brines, and (iii) produced water.

Lithium brine production can reduce environmental impact as compared to hard rock mining

which typically requires invasive land use which can severely impact the land.

Additionally, the use of hard rock sources increases carbon

emission due to the high degree of exothermic reactions needed for conversion.

This is because, hard rock lithium mining involves extracting

lithium from rocks that contain the mineral.

This is typically done through open-pit mining, which can involve blasting and excavating

large amounts of rock.

The process is energy-intensive and can result in significant amounts of waste rock and tailings, which can contain

toxic chemicals and heavy metals.

In Phase I, Stardust Power expects to partner with engineering, procurement

and construction firms, for the development of up to 25,000 metric tons of BGLC in annual production capacity.

The majority of the activities

will focus immediately on on-site development earthworks, infrastructure, buildings, and utilities, better enabling Stardust Power to

effectively mobilize contractors to a well-prepared site.

The Company expects Train 1 and common infrastructure to be engineered and constructed

in line with a standard construction timeline.

The total cost for Phase 1 has been estimated preliminarily at an Association for the Advancement

of Cost Engineering (“ AACE ”) Class 5 Level.

The timeline and cost are based on numerous variables and assumptions.

Phase 2, Stardust Power plans to expand and set up an additional production line with a capacity of 25,000 metric tons of battery-grade

lithium to its Facility for a total production capacity of up to 50,000 metric tpa.

The completion of construction and mechanical installation

of Phase 2 may be completed in a similar timeframe as Phase 1, after completion and commissioning of Train 1.

The total refinery cost

of Train 2 has been estimated preliminarily at an AACE Class 5 level.

By building an additional production line, mirroring the Train

1 design, the Company plans to maximize the continuity of design and construction from Train 1 into the design and construction of Train

The timeline and cost of Phase 2 are based on numerous variables and assumptions and are early phase estimates only and are likely

Chloride Feedstock

typical hard rock ore mining, Stardust Power may source lithium chloride feedstock for its Facility from (i) oilfield brines, (ii) lithium

salt flats, (iii) geothermal brines, and (iv) produced water.

Lithium chloride production can reduce environmental impact as compared

to hard rock mining which typically requires invasive land use which can severely impact the land.

Additionally, the use of hard rock

sources increases carbon emission due to the high degree of exothermic reactions needed for conversion.

This is because, hard rock lithium

mining involves extracting lithium from rocks that contain the mineral.

This is typically done through open-pit mining, which can involve

blasting and excavating large amounts of rock.

The process is energy-intensive and can result in significant amounts of waste rock and

tailings, which can contain harmful chemicals and metals.

Additionally, hard rock mining can require large amounts of water.

This could be an issue in regions

where water resources are already scarce.

It is estimated that 60% of the total global mined lithium supply comes from using this method.

On the other hand, lithium can also be extracted from brine sources, which involves extracting lithium from underground brine pools.

These can be found in areas such as salt flats and dry lakebeds, where water has evaporated over time, leaving behind mineral deposits.

be an issue in regions where water resources are already scarce.

It is estimated that 60% of the total global mined lithium supply comes

from using this method.

Conversely, lithium can also be extracted from brine sources, which involves extracting lithium from underground

These can be found in areas such as salt flats and dry lakebeds, where water has evaporated over time, leaving behind mineral

The brine can be pumped to the surface and then processed to extract the lithium.

This typically requires less water and produces less

waste than hard rock mining.

In terms of the carbon footprint of each method, Benchmark Minerals has stated that “in almost every

metric, lithium chemicals from hard rock sources are more environmentally damaging than those from brine sources,” and that “processing

hard rock is a much more energy-intensive process than brine.”

Power has a supplier code of conduct to monitor the sources of feedstock to provide for high environmental standards.

This typically requires less water and produces

less waste than hard rock mining.

In terms of the carbon footprint of each method, Benchmark Minerals has stated that “in almost

every metric, lithium chemicals from hard rock sources are more environmentally damaging than those from brine sources,” and that

“processing hard rock is a much more energy-intensive process than brine.”

Power has a supplier code of conduct to monitor the sources of feedstock with a focus on sustainability.

Although DLE technology

is emerging, Stardust Power believes that the experience and expertise of its partners will enable it to leverage the benefits of the

DLE technologies advantageously, while at the same time lowering risks that could emerge due to the newness of the technology.

Power’s refining Facility will be engineered to be partially electric and thus produce lower emissions than facilities powered by

traditional fossil fuels or natural gas, which is also expected to reduce noise and limit carbon emissions.

The Company’s planned

carbonation process to manufacture BGLC is a chemical conversion process.

This process does not use large exothermic reactions, making

Stardust Power’s Facility cleaner and safer than a typical oil and gas refinery.

There are no kiln or smokestacks at our Facility.

Company is committed to largely using sustainable sources of power accessible in Oklahoma, including solar, wind power and natural

main byproducts from the plant are largely salt, which is closely comparable to road salt, calcium, magnesium, among others.

non-toxic and non-hazardous materials that can be sold, repurposed, or safely disposed of in an offsite landfill.

Our conversion process

does not create hazardous materials.

Facility is engineered for a zero-liquid-discharge system that removes the need for wastewater ponds for depleted brine.

Liquid byproducts

will be purified and recycled for reuse in the Facility or evaporated.

This limits discharge into the public sewer system or the surrounding

Power believes that community outreach is important for social engagement to build strong relationships with local communities, be available

in providing explanations to local administrative bodies about various aspects of the project in case of queries, address potential concerns

regarding potential impact as well as highlight potential benefits of setting up the Facility.

This is expected to include providing

educational opportunities for local elementary and high school students in the Hillsdale and Muskogee public school districts.

terms of financing of the refinery project, Stardust Power seeks to finance its project cost through a mix of debt, equity as well

is emerging, Stardust Power believes that the experience and expertise of its partners will enable it to leverage the upstream benefits

of the DLE technologies advantageously, while at the same time lowering risks that could emerge due to the newness of the technology.

Power’s Facility’s planned carbonation process to manufacture BGLC is a chemical conversion process.

does not use large exothermic reactions, which is expected to make Stardust Power’s Facility cleaner and safer than a typical oil and gas refinery.

There are no kiln or smokestacks expected at our Facility.

Company is committed to using the local grid which largely uses sustainable sources of power accessible in Oklahoma, including solar,

wind power and natural gas.

The main byproducts from refinery plans are largely salts, which is closely

comparable to road salt, calcium, and magnesium, among others.

These are non-toxic and non-hazardous materials that can be sold, repurposed,

or safely disposed of.

Our conversion process is not expected to create hazardous materials.

The Facility is expected to be engineered for a zero-liquid-discharge system

that removes the need for wastewater ponds for depleted brine.

Liquid byproducts are expected to be purified and recycled for reuse in

the Facility or evaporated.

This is expected to minimize discharge into the public sewer system or the surrounding ecosystem and conserves

Stardust Power believes that community outreach is important for social

engagement to build strong relationships with local communities, provide explanations to local administrative bodies about various aspects

of the project in case of queries, address potential concerns regarding potential impacts as well as highlight potential benefits of setting

up the Facility.

This is expected to include providing educational opportunities for local elementary and high school students in the

Hillsdale and Muskogee public school districts.

terms of financing of the refinery project, Stardust Power plans to finance its project cost through a mix of debt, equity as well as

Below is a summary of some of the potential financial instruments:

July 8, 2024, the Company consummated the transactions contemplated by the PIPE Subscription

Agreements with the PIPE Investors pursuant to which the PIPE Investors agreed to purchase

a total of 1,077,541 shares of Common Stock in a private placement at a price of $9.35 per

share, for an aggregate commitment amount of $10,075,000.

October 7, 2024, the Company entered into a Common Stock Purchase Agreement (the “ Purchase

July 8, 2024, the Company consummated the transactions contemplated by the PIPE Subscription Agreements with the PIPE Investors pursuant

to which the PIPE Investors purchased a total of 107,7541 shares of Common Stock in a private placement at a price of $93.5

per share, for an aggregate commitment amount of $10,075,000.

October 7, 2024, the Company entered into a Common Stock Purchase Agreement (the “ Prior B.

Riley Purchase

Agreement ”) and a related Registration Rights Agreement with B.

Riley Principal

Capital II, LLC, the selling stockholder.

Upon the terms and subject to the satisfaction

of the conditions set forth in the Common Stock Purchase Agreement, the Company will have

the right, in its sole discretion, to sell up to $50,000,000 of newly issued shares of Common

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.

of Common Stock pursuant to the Purchase Agreement, and the timing of any sales, are solely

at the option of the Company.

The Company is under no obligation to sell any securities to

Riley Principal Capital II under the Purchase Agreement.

December 31, 2024, the Company entered into binding term sheets with certain investors pursuant

to which the Company has agreed to sell, and the Investors have agreed to purchase, Company

securities for an aggregate amount of $550,000 (the “Private Placement”).

of the Private Placement are expected to be used by the Company for capital expenditures, working

capital and general corporate purposes.

The Investors have agreed to purchase, and the Company

has agreed to issue and sell, up to $550,000 in shares of Company common stock, par value

$0.0001 per share (“Common Stock”) at a price equal to 95% of the closing bid

price of the Common Stock on the last trading day prior to the closing date for the Private Placement.

In addition, each Investor will receive warrants representing the right, exercisable within

five years of the closing date, to purchase up to 50% of the shares of Common Stock purchased

by such Investor in the Private Placement, with each whole warrant exercisable for one share of Common

Stock at an exercise price of $11.50 (the “Warrants”).

January 27, 2025, the Company consummated a public offering of an aggregate of (i) 4,792,000

shares of Common Stock and (ii) Common Stock purchase warrants to purchase up to 4,792,000

shares of Common Stock.

Each share of Common Stock and associated warrant to purchase one

share of Common Stock was sold at a combined public offering price of $1.20.

received aggregate gross proceeds of approximately $5.75 million, before deducting placement

agent fees and other offering expenses.

Further, on March 16, 2025, pursuant to a Warrant Inducement Letter (the “Inducement Letter”), the investor agreed to exercise, for cash, the Common Warrants to purchase an aggregate

of 4,792,000 shares of common stock at the exercise price of $0.62 per share in exchange

for the Company’s agreement to issue to the investor a new common stock purchase warrant,

to purchase up to 9,584,000 shares of common stock (the “Inducement Warrants,”

and the shares issuable upon exercise of the Inducement Warrants, the “Inducement Warrant

We expect a portion of the financing of the lithium refinery to come through debt financing.

We have no binding

commitments from any person to provide financing at this time, and we are not certain whether the financing will be available to us as

needed on acceptable terms, or at all.

Riley Principal Capital II, LLC, as the selling

Upon the terms and subject to the satisfaction of the conditions set forth in the Prior B.Riley Purchase Agreement, the

Company had the right, in its sole discretion, to sell up to $50,000,000 of newly issued shares of Common Stock to B.

Principal Capital II, subject to certain conditions and limitations contained in the Purchase Agreement, from time to time during

the term of the Prior B.Riley Purchase Agreement.

Sales of Common Stock pursuant to the Prior B.Riley Purchase Agreement, and the

timing of any sales, were solely at the option of the Company.

The Company was under no obligation to sell any securities to B.

Riley Principal Capital II under the Prior B.Riley Purchase Agreement.

During the year ended December 31, 2025, the Company issued

638,048 shares of common stock pursuant to the Prior B.

Riley Purchase Agreement, aggregating to net proceeds of $2,069,685.

December 11, 2025, the Company entered into a letter agreement with B.

Riley Principal Capital II, pursuant to which the parties

mutually agreed to terminate the Prior B.

Riley Purchase Agreement, as amended and the related Prior B.

Riley Registration Rights

Subsequent to the year ended December 31, 2025, on February 12, 2026, the Company entered into a Common Stock Purchase

Agreement (the “B.

Riley Purchase Agreement” ) and a related Registration Rights Agreement ( the “B.

Registration Rights Agreement” ) with B.

Riley Principal Capital II, the selling stockholder.

Upon the terms and subject to

the satisfaction of the conditions set forth in the B.

Riley Purchase Agreement, the Company will have the right, in its sole

discretion, to sell up to $10,000,000 of the Company’s Common Stock, to B.

Riley Principal Capital II, subject to certain

conditions and limitations contained in the B.

Riley Purchase Agreement, from time to time during the term of the B.

Riley Purchase

Sales of Common Stock pursuant to the B.

Riley Purchase Agreement, and the timing of any sales, are solely at the option

of the Company.

The Company is under no obligation to sell any securities to B.

Riley Principal Capital II under the B.

Purchase Agreement.

As of the date of this filing, the Company has issued 29,067 shares of

Common Stock aggregating to net proceeds of $94,193.

December 31, 2024, the Company entered into binding term sheets with certain investors (the” 2024 Investors ”)

pursuant to which the Company sold, and the Investors agreed to purchase, Company securities for an aggregate amount of $550,000

(the “ Private Placement ”).

The proceeds of the Private Placement were expected to be used by the Company for

capital expenditures, working capital and general corporate purposes.

The 2024 Investors agreed to purchase, and the Company has

issued and sold, up to $550,000 in shares of Company common stock, par value $0.0001 per share at a price equal to 95% of the

closing bid price of the common stock on the last trading day prior to the closing date for the Private Placement.

In addition, each

2024 Investor received warrants representing the right, exercisable within five years of the closing date, to purchase up to 50% of

the shares of common stock purchased by such 2024 Investor in the Private Placement, with each 10 warrants exercisable for one share

of common stock at an exercise price of $115.00.

January 27, 2025, the Company consummated a public offering of an aggregate of (i) 479,200 shares of common stock and (ii) common

stock purchase warrants to purchase up to 479,200 shares of common stock.

Each share of common stock and associated warrant to purchase

one share of common stock was sold at a combined public offering price of $12.00.

The Company received aggregate gross proceeds of

approximately $5.75 million, before deducting placement agent fees and other offering expenses.

Further, on March 16, 2025, pursuant

to a Warrant Inducement Letter (the “ Inducement Letter ”), the investor agreed to exercise, for cash, the Common

Warrants to purchase an aggregate of 479,200 shares of common stock at the exercise price of $6.20 per share in exchange for the

Company’s agreement to issue to the investor a new common stock purchase warrant, to purchase up to 958,400 shares of common

stock (the “ Inducement Warrants ,” and the shares issuable upon exercise of the Inducement Warrants, the “ Inducement

Warrant Shares ”).

June 18, 2025, the Company consummated a public offering of 2,150,000 shares of Common Stock at a public offering price of $2.00

per share, generating aggregate gross proceeds of approximately $4,300,000 before underwriting discounts and other offering expenses.

The offering was conducted pursuant to a firm commitment underwriting agreement entered into with the underwriters, on June 17, 2025.

In connection with the offering, the Company granted the underwriter a 45-day option to purchase up to an additional 322,500 shares

of Common Stock to cover over-allotments, if any.

On June 25, 2025, the underwriter partially exercised the over-allotment option,

purchasing an additional 110,000 shares at the same public offering price, resulting in additional gross proceeds of approximately

After giving effect to the partial exercise of the over-allotment option, the aggregate gross proceeds from the offering

increased to approximately $4,520,000, before deducting underwriting discounts and estimated offering expenses.

December 23, 2025, the Company entered into a Securities Purchase Agreement (the “ SPA ”) with Lind Global Asset

Management XIII LLC (“ Lind ”) which provides for up to $15,000,000 in senior secured convertible debt financing.

Under the SPA, upon closing (which occurred on December 23, 2025), the Company received gross proceeds of approximately $4,000,000

in exchange for issuance to Lind of a Senior Secured Convertible Promissory Note in the amount of $4,800,000 (the “ 2025

Convertible Note ”) and a Common Stock Purchase Warrant (the “ Lind Warrant ”), for the purchase of approximately

411,245 shares (the “ Lind Warrant Shares ”).

The SPA contains customary representations and warranties by the Company

and, additional closings are subject to additional closing conditions detailed in the transaction documents.

December 2024, the Company entered into a binding term sheet (the “ Endurance Term Sheet ”) with Endurance Antarctica

Partners II, LLC (“ Endurance ”) a related party, providing for a loan (the “ Endurance Loan ”)

in the aggregate principal amount of $1,750,000, bearing interest at a rate of 15% per year, and maturing in March 2025 (the “ Endurance

Maturity Date ”).

The Endurance Term Sheet contained customary representations and warranties and customary events of default.

Pursuant to the Endurance Term Sheet, 550,000 shares of Company’s Common Stock, owned by Roshan Pujari, Chief Executive Officer

of the Company, were pledged as collateral.

In addition, the Company agreed to issue to Endurance $3,500,000 in Common Stock

as an Equity Kicker, as defined in the Endurance Term Sheet, with the price of each share being determined based on terms per the

earlier to occur of (i) the consummation of a private placement offering of Company securities (in which case such issuance shall

be on no less favorable terms than the terms of such private placement) and (ii) the Endurance Maturity/ Repayment Date, provided

that the minimum number of shares of Common Stock shall be no less than 50,000 shares.

In addition, Endurance received warrants

representing the right, exercisable within five years of the closing date, up to 50% of Common Stock issued as Equity Kicker, with

each 10 warrants exercisable for one share of Common Stock at an exercise price of $115.00 in accordance with the private placement

The Company has fully repaid the principal amount, the accrued interest and issued the equity shares and warrants to Endurance.

December 2024, the Company entered into binding term sheets (the “ Investor Term Sheets ”) with several lenders

including DRE Chicago, LLC, a related party (collectively, the “ Investors ”), providing for loans (the

“ Investor Loans ”) in the aggregate principal amount of $1,800,000, bearing interest at a rate of 15% per year,

and maturing in March 2025 (the “ Investor Maturity Date ”).

The proceeds of the Investor Loans are expected to be

used by the Company for general corporate and working capital purposes.

The Investor Term Sheets contained customary representations

and warranties and customary events of default.

Pursuant to the Investor Term Sheets, an aggregate of approximately 340,000 shares

of Company’s Common Stock, owned by Roshan Pujari, Chief Executive Officer of the Company, were pledged as collateral.

addition, the Company agreed to issue to the Investors an aggregate of $2,700,000 in common stock as an Equity Kicker, as defined in

the Investor Term Sheets with the price of each share being determined based on terms per the earlier to occur of (i) the

consummation of a private placement offering of Company securities (in which case such issuance shall be on no less favorable terms

than the terms of such private placement) and (ii) the Investor Maturity/ Repayment Date, provided that the minimum number of shares

of Common Stock issued to the Investors shall be no less than an aggregate of 36,000 shares.

In addition, the Investors received

warrants representing the right, exercisable within five years of the closing date, up to 50% of Common Stock issued as Equity

Kicker, with each 10 warrants exercisable for one share of Common Stock at an exercise price of $115.00 in accordance with the

private placement terms.

The Company has fully repaid the principal amount, the accrued interest and issued the equity shares and

warrants to the Investors.

expect a portion of the financing of the Facility to come through debt financing.

We have no binding commitments from any

person to provide financing at this time, and we are not certain whether the financing will be available to us as needed on acceptable

terms, or at all.

For more information, please refer to the subsections “ Promissory notes ”, “ Insurance

fund borrowing ”, and “ Short-term loans ” under “ Management’s Discussion and

Analysis of Financial Condition and Results of Operations-Sources of Liquidity and Going Concern ”.

fund borrowing ”, and “ Short-term loans ” under “ Management’s Discussion and Analysis of

Financial Condition and Results of Operations-Sources of Liquidity and Going Concern ”.

Power has received an illustrative incentives package for up to $257 million of incentives from the State of Oklahoma, subject to

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Government Incentives and Initiatives

management team believes that Stardust Power may benefit from substantial grants, financing, and other incentives provided by various

government organizations designed to facilitate American manufacturing of battery-grade lithium products.

These incentives include but

are not limited to the following:

Department of Energy Loan Programs

Office ATVM Program :

provides loans to support the manufacture of eligible advanced technology vehicles and qualifying components, including newly authorized

modes from the Bipartisan Infrastructure Law.

Expanded uses beyond light-duty vehicles include medium-and heavy-duty vehicles, trains

or locomotives, maritime vessels including offshore wind support vessels, aircrafts, and hyperloop.

Department of Defense, Defense

Production Act :

Defense Production Act’s Expansion of Domestic Production Capability and Capacity Funding

Opportunity Announcement FA 0003546 is a government initiative aimed at enhancing domestic

production capabilities critical to national defense, including critical minerals.

financial support to eligible entities to bolster manufacturing of strategic materials, components,

and technologies essential for defense applications and those applications deemed to be a

national security threat to the United States.

Department of Energy Grant:

The Office of Manufacturing and Energy Supply Chains plans to issue a Funding Opportunity

Announcement titled “Bipartisan Infrastructure Law 40207(b) Battery Materials Processing and 40207(c) Battery Manufacturing Grants

Round II,” funded in part by the Infrastructure Investment and Jobs Act, a significant investment in infrastructure totaling over

$62 billion allocated to the DOE, aims to enhance the United States’ competitiveness, create jobs, and provide equitable access

to economic benefits, particularly for disadvantaged communities.

As part of this initiative, over $7 billion will be invested in the

battery supply chain from fiscal years 2022 to 2026, focusing on sustainable sourcing of critical minerals, processing, and end-of-life

battery recycling.

Additionally, the DOE announced up to $3.5 billion from the Infrastructure Law to bolster domestic production of advanced

batteries and materials, supporting clean energy industries and creating union jobs.

Department of Defense Office of Strategic Capital (“OSC”):

Broadly, the OSC will do two things as part

of its partnered capital strategy for critical technologies.

management team believes that Stardust Power may benefit from substantial grants, financing, and other incentives provided by

various government organizations designed to facilitate American manufacturing of battery-grade lithium products.

These potential

incentives include but are not limited to the following:

of Energy Office of Energy Dominance, Energy Dominance Financing Program (EDFP):

The EDFP powered by the Working Families Tax

Cut is a core pillar to the current U.S.

administration’s strategy to help win the global AI race by increasing the

nation’s energy supply through new eligibility for clean coal and oil and gas power-generated projects, securing critical

mineral supply chains, and reinvigorating the nuclear industry.

The EDFP can also finance critical materials projects and secure

America’s critical minerals supply chain, reflecting the important applications of critical minerals and materials across the

energy sector.

of Defense, Defense Production Act :

The Defense Production Act’s Expansion of Domestic Production Capability and Capacity

Funding Opportunity Announcement FA8650-19-S-5010 is a government initiative aimed at enhancing domestic production capabilities

critical to national defense, including critical minerals.

It provides financial support to eligible entities to bolster the

manufacturing of strategic materials, components, and technologies essential for defense applications and those applications deemed

to be a national security threat to the United States.

of Energy Grant:

The Office of Manufacturing and Energy Supply Chains issued a Notice of Intent to issue up to $500 million to

critical mineral and materials processing and derivative battery manufacturing and recycling.

The proposed funding

opportunity supports demonstration and/or commercial facilities processing, recycling, or utilizing critical materials in

manufacturing, which may include traditional battery minerals such as lithium, graphite, nickel, copper, and aluminum, as well as

other minerals that are contained within commercially available batteries, such as rare earth elements.

An award requires a

cost-share of at least 50% by the recipient.

of Energy, Advanced Materials and Manufacturing Technologies Office, Critical Minerals and Materials (“ CMM ”) Accelerator

The CMM Accelerator Program released funding opportunities of up to $50 million to promote technology maturation that

can unlock capital investments and facilitate domestic commercialization.

The proposed funding announcement addresses several areas

of interest, including processes in the rare-earth magnet supply chain;

processes to refine and alloy gallium, gallium nitride, germanium,

and silicon carbide for use in semiconductors;

cost-competitive technologies for direct lithium extraction and separation;

and critical-material

separation technologies that allow for the co-production of useful products from byproducts and scrap.

of Defense Office of Strategic Capital (“ OSC ”) :

Broadly, the OSC will do two things as part of its

partnered capital strategy for critical technologies.

First, it will identify and prioritize promising critical technology areas

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not always supported through direct procurement.

To accomplish this, the OSC will partner with private capital providers and other federal

agencies to employ investment vehicles that have proven successful in other United States government contexts.

January 2025, President Trump issued an executive order directing an immediate pause on the disbursement of funds appropriated through

the BIL, IR Act, and the IRA.

This pause on disbursements is subject to ongoing legal challenges.

To accomplish this, the OSC will partner with private capital providers and other

federal agencies to employ investment vehicles that have proven successful in other U.S.

government contexts.

Department of Defense.

“Secretary of Defense Establishes Office of Strategic Capital.” Available at:

https://www.defense.gov/News/Releases/Release/Article/3233377/secretary-of-defense-establishes-office-of-strategic-capital/.

Oklahoma Department of Commerce provides a robust incentive package including 5% cash rebates on payroll for all new jobs created for

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basic health insurance

Department of Energy.

“Biden-Harris Administration Announces $3.5 Billion to Strengthen Domestic Battery Manufacturing.” Available at:

https://www.energy.gov/articles/biden-harris-administration-announces-35-billion-strengthen-domestic-battery-manufacturing.

Department of Defense.

“Secretary of Defense Establishes Office of Strategic Capital.” Available at:

https://www.defense.gov/News/Releases/Release/Article/3233377/secretary-of-defense-establishes-office-of-strategic-capital/.

State Incentive Program

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based on $99,562,000 in annual payroll over 10 years

an average wage of 110% of the average county wage ($55, 980 in FY 2026)

an average wage of 110% of the average county wage ($54,732 in 2023)

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

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Tax Exemption on Machinery and Equipment

tangible personal property used in the development of the Facility and the refining

tangible personal property used in the development of the Facility

Tax Exemption on Goods and Energy Consumed in Manufacturing

all fuel and electric power used in the development of the Facility and the refining

all fuel and electric power used in the development of the Facility

Company has engaged the services of industry experts to assist the Company in applying for government grants, such as those in Oklahoma,

in an optimal and efficient manner.

The Company has submitted applications for grants under the Department of Defense, Defense Production

The Company plans to submit applications for grants under the Department of Defense, Defense Production

Act and the Department of Energy grant for Bipartisan Infrastructure Law 40207(b) Battery Materials Processing and 40207(c) Battery Manufacturing,

Grants Round II.

These applications are currently under review.

The Department of Defense grants could total up to $27.5 million and

the Department of Energy grants could total up to $150 million;

however, there are no assurances that the Company will obtain these grants.

Further, there are no anticipated timelines for receiving responses on the government grant applications or expectations for receipt

of any grant proceeds.

The Company has been advised with respect to its grant application under the Defense Production Act that such

application would be held, but currently there is no such funding available under the program.

Power does not own or license any intellectual property which we consider to be material.

The Company has applied for registration of

its trademarks, bearing application No.

97927512 for Trademark/Service Mark Application for the United States on May 9, 2023.

as they become available.

The Company has been advised with respect to its grant application under the Defense Production Act

that such application would be held, but currently there is no such funding available under the program.

Stardust Power does not own or license any intellectual property that it

considers to be material.

The Company has applied for registration of its trademarks, bearing application No.

97927512 for a Trademark/Service

Mark Application in the United States on May 9, 2023.

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

Stardust Power has not commenced production, we have no existing customers.

Stardust Power has not commenced production, it has no existing customers.

The Company has received non-binding letters of intent from

industry participants but does not have any definitive offtake agreements with potential customers.

28, 2025, the Company entered into a non-binding letter agreement with Sumitomo, contemplating a long-term commercial offtake agreement,

pursuant to which Sumitomo would agree to acquire 20,000 metric tons of lithium carbonate per year from the Company’s first line

of production, with the potential to increase to 25,000 metric tons based on mutual agreement.

The initial contract term would span 10

years starting from the date of the first qualification of the Company’s lithium carbonate for sale to any of Sumitomo’s

January 28, 2025, the Company entered into a non-binding letter agreement with Sumitomo, contemplating a long-term commercial offtake

agreement, pursuant to which Sumitomo would agree to acquire 20,000 metric tons of lithium carbonate per year from the Company’s

first line of production, with the potential to increase to 25,000 metric tons based on mutual agreement.

The initial contract term would

span 10 years starting from the date of the first qualification of the Company’s lithium carbonate for sale to any of Sumitomo’s

customers, with an option for Sumitomo to renew for an additional five years under mutually agreed terms, provided written notice is

given to the Company at least twelve months prior to the end of the initial term.

a developer, Stardust Power seeks to execute their mission of becoming a leading producer of BGLC, by relying on the

collective experience of its management team.

The management team expects to execute, explore and evaluate opportunities for generating

revenues and increasing their access to supply properties, and assets, as well as all potential funding options.

Some opportunities for

growth could be in the form of (i) strategic partnerships, (ii) off-take agreements, (iii) diversification of supply, (iv) acquisitions

of companies and technologies, and (v) participation in related commercial development activities.

As an early-stage company, Stardust Power seeks to execute its mission

of becoming a leading producer of BGLC by relying on the collective experience of its management team.

Although the Company has not yet

commenced operations at the refinery and, accordingly, it has not yet produced any lithium products, the Company’s management team

expects to execute, explore and evaluate opportunities for generating revenues and increasing their access to supply properties, and assets,

as well as all potential funding options.

Some opportunities for growth could be in the form of (i) strategic partnerships, (ii) off-take

agreements, (iii) diversification of supply, (iv) acquisitions of companies and technologies, and (v) participation in related commercial

development activities.

an early-stage company, Stardust Power’s material decisions executed by its management are central to the development of the Company’s

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

● Experienced

management team :

the team has decades of technical expertise and experience across global

mining consulting firms, and manufacturers, specializing in lithium-ion technology for electric

vehicles, hydrocarbon energy company, as well as successful capital raising and running profitable

ventures, across multiple geographies;

the team has decades of technical expertise and experience across global mining consulting firms, and manufacturers,

specializing in lithium-ion technology for electric vehicles, hydrocarbon energy company, as well as successful capital raising and

running profitable ventures, across multiple geographies;

optimized for multiple inputs :

the process of creating a matrix of multiple sources of

feedstock and processing in the refinery reduces risk and costs, and is an important and

significant industry differentiator;

optimized refining process, locational advantage, and subsequently, an integrated

play is expected to hasten time to market and ability to generate revenue faster;

the process of creating a matrix of multiple sources of feedstock and processing in the refinery

reduces risk and costs, and is an important and significant industry differentiator;

optimized refining process, locational advantage, and subsequently, a vertically an integrated structure is expected

to hasten time to market and ability to generate revenue faster;

of brine feedstock :

use of brine feedstock will provide alternative sources to mined

lithium deposits, for the production of BGLC for domestic market use, and hence have independence

from importing raw material, which would have a favorable impact on lowering cost and faster

time to market;

use of brine feedstock provided alternative sources to mined lithium deposits, for the production of

BGLC for domestic market use, and hence potentially have independence from importing raw material, which would have a favorable impact

on lowering cost and faster time to market;

technology risk :

use of existing and proven technologies and partnerships with global

experts for mid-stream operations in refinery operations, which is expected to minimize technical

risks in the value chain, resulting in reduced uncertainties and cost controls, and reduce

risks of the emerging DLE technology by partnering with players who have contributed to the

advancement of DLE projects;

use of existing and proven technologies and partnerships with global experts for mid-stream operations in refinery

operations, which is expected to minimize technical risks in the value chain, resulting in reduced uncertainties and cost controls,

and reduce risks of the emerging DLE technology by partnering with players who have contributed to the advancement of DLE projects;

manufacturing :

ability to manufacture and contribute to lithium sourcing and manufacturing independence

for domestic consumption in the United States market, leading to job creation, particularly in economically

backward regions, once in production.

ability to manufacture and contribute to lithium sourcing and manufacturing independence for domestic consumption

in the United States market, leading to job creation, particularly in economically depressed regions, once in production.

and Market Barriers

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technology, and (iii) large format batteries for utility grid-scale storage.

small number of companies dominate the production and refining of end-use lithium products such as lithium carbonate and lithium hydroxide

and are often situated in China, such as Tianqi Lithium.

These companies have an established presence, higher degree of financial resources,

existing strategic partnerships, and existing experienced workforces.

Stardust Power will compete with these companies on attracting

human capital, securing supply of feedstock, and in selling its products.

Accordingly, the price of Stardust Power’s planned products

may be affected by factors beyond our control, including fluctuations in the market prices for lithium, supplies of lithium, demand for

lithium, and mining activities of our competitors.

A small number of companies dominate the production and refining of end-use

lithium products such as lithium carbonate and lithium hydroxide and are often situated in China, such as Tianqi Lithium.

These companies

have an established presence, a higher degree of financial resources, existing strategic partnerships, and existing experienced workforces.

Stardust Power will compete with these companies in attracting human capital, securing supply of feedstock, and selling its products.

Accordingly, the price of Stardust Power’s planned products may be affected by factors beyond our control, including fluctuations

in the market prices for lithium, supplies of lithium, demand for lithium, and mining activities of our competitors.

activities for our Facility are subject to extensive laws and regulations, which are overseen and enforced by federal, state, and local

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and safety, waste disposal, protection and remediation of the environment, protection of endangered and protected species, and other

Various permits from governmental authorities will be required for construction and manufacturing operations, and we cannot

be assured such permits will be received.

Various permits from government authorities will be required for construction and manufacturing operations, and we cannot be

assured such permits will be received.

Environmental, health and safety laws and regulations may also, among other things:

notice to stakeholders of proposed and ongoing exploration, drilling, environmental studies,

mining, or production activities;

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

the installation of pollution control equipment;

the types, quantities and concentrations of various substances that can be used or released

into the environment in connection with, lithium manufacturing, or other production activities;

or prohibit drilling, mining, lithium manufacturing or other production activities on lands located within wetlands,

areas inhabited by endangered species and other protected areas, or otherwise restrict or prohibit activities

that could impact the environment, including water resources;

the types, quantities and concentrations of various substances that can be released into the environment in connection with, lithium

manufacturing, or other production activities;

or prohibit drilling, mining, lithium manufacturing or other production activities on lands located within wetlands, areas inhabited

by endangered species and other protected areas, or otherwise restrict or prohibit activities that could impact the environment,

including water resources;

preparation of an environmental assessment or an environmental impact statement.

with environmental, health and safety laws and regulations may impose substantial costs on us, subject us to significant potential

liabilities, and have an adverse effect on our capital expenditures, results of operations, or competitive position.

Violations and

liabilities with respect to these laws and regulations could result in significant administrative, civil, or criminal penalties,

remedial clean-ups, natural resource damages, permit modifications and/or revocations, operational interruptions and/or shutdowns,

and other liabilities, as well as reputational harm, including damage to our relationships with customers, suppliers, investors,

governments or other stakeholders.

The costs of remedying such conditions may be significant, and remediation obligations could

adversely affect our business, results of operations, and financial condition.

Federal, state, and local authorities frequently

revise environmental, health and safety laws and regulations, and any changes in these regulations, or the interpretations thereof,

could require us to expend significant resources to comply with new laws or regulations or changes to current requirements and could

have an adverse impact on our business operations.

with environmental, health and safety laws and regulations may impose substantial costs on us, subject us to significant potential liabilities,

and have an adverse effect on our capital expenditures, results of operations, or competitive position.

Violations and liabilities with

respect to these laws and regulations could result in significant administrative, civil, or criminal penalties, remedial clean-ups, natural

resource damages, permit modifications and/or revocations, operational interruptions and/or shutdowns, and other liabilities, as well

as reputational harm, including damage to our relationships with customers, suppliers, investors, governments or other stakeholders.

The costs of remedying such conditions may be significant, and remediation obligations could adversely affect our business, results of

operations, and financial condition.

Federal, state, and local legislative authorities frequently revise environmental, health and safety

laws and regulations, and any changes in these regulations, or the interpretations thereof, could require us to expend significant resources

to comply with new laws or regulations or changes to current requirements and could have a material adverse impact on our business operations.

federal, state, and local permits are required for the project.

2 unchanged sentences

The key permitting agency for the project at the state level is the Oklahoma Department of Environmental Quality (the “ DEQ ”).

Stardust Power has received from the DEQ the general permit for stormwater discharges from Construction Activities, along with approval

of its stormwater pollution prevention plan.

In addition, Stardust Power has submitted to the DEQ the required air emissions permit application

on January 20, 2025, and has received on February 20, 2025, notification that such permit is declared administratively complete and is

now under technical review.

are currently not aware of any such legal proceedings or claims that we believe will have a material adverse impact on our business,

financial condition or operating results.

However, from time to time, we may receive various demand letters or become involved in

various lawsuits and legal proceedings, which arise in the ordinary course of business.

Company maintains one active website, www.stardust-power.com , which serves as its corporate website and contains information about

the Company and its business.

The information included on Stardust Power’s website is not incorporated by reference in any other

report or document filed with the SEC, and any reference to such website is intended to be an inactive textual reference only.

Stardust Power has received from the DEQ the general permit for stormwater discharges from Construction Activities, approval of its stormwater

pollution prevention plan and air quality construction permit (“ Air Permit ”).

Under current design plans, Stardust

Power currently does not require a waste water permit for the Facility since no waste water is expected to be discharged.

Environmental,

Social and Governance (“ESG”)

believe lithium will continue to play an important role in the transition to a lower carbon future and the fight against climate change.

Likewise, we believe that meeting the growing demand for lithium compounds must be balanced with considerations for responsible refining

across the spectrum of ESG issues and concerns.

Our core values reflect this commitment to sustainability.

We believe that operating

in a safe, ethical, socially conscious and sustainable manner is important for our business.

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

Environmental

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

We intend to source the energy to power our refinery from sustainable sources of power, including solar and wind power available

from the state of Oklahoma.

We are engineering our Facility based on ZLD technologies which are not expected to produce liquid discharge as a result of our conversion

As we recruit employees for our projects, we intend to focus hiring efforts

hiring workers from local communities near our project areas.

Power is committed to transparency and corporate governance best-practices and has the following corporate governance policies and

guidelines in place:

Reporting Policy (Whistleblower Policy);

of Conduct and Cyber Security Agreement;

Code of Conduct;

Risk Assessment Program;

Cybersecurity

Benefits Plan;

of Business Conduct and Ethics;

Reporting Policy;

Governance Guidelines;

Trading Policy;

Party Transactions Policy.

Human Capital Resources

We have ten employees as of

December 31, 2025, all of whom are full time.

The Company maintains one active website, www.stardust-power.com ,

which serves as its corporate website and contains information about the Company and its business.

The information included on Stardust

Power’s website, or any other third party website referred to in this Form 10-K, is not incorporated by reference into this Form

10-K or in any other report or document filed with the SEC, and any reference to such website is intended to be an inactive textual reference

Information and Facilities

is a Delaware corporation.

Our registered office is located at 251 Little Falls Dr, Wilmington, New Castle, DE 19808, and

our corporate mailing address is 15 E.

is a Delaware “C” corporation.

Our registered office is located at 251 Little Falls Dr, Wilmington, DE 19808,

and our corporate mailing address is 15 E.

Putnam Ave, Suite 378, Greenwich, CT 06830.

mailing address for our Oklahoma office is at 6608 N.

Western Ave Suite 466, Nichols Hills, OK 73116.

telephone number is (800) 742-3095 The registered office of our subsidiaries is located at 251 Little Falls Dr, Wilmington, New

Castle, DE 19808.

have an office in Oklahoma, which is located at 9112 N.

Kelley Ave, Suite C, Oklahoma City, Oklahoma 73131, covering 1,493 square

feet, which has been assigned to the Company by VIKASA Capital Partners LLC (“VCP”), an affiliate of the Company, on March 16, 2023.

lease for the same is on a short-term basis.

Our mailing address for our Oklahoma office is 6608 N.

Western Ave Suite

466, Nichols Hills OK, 73116.

The registered office of our subsidiary is located at 251 Little Falls Dr, Wilmington, DE 19808.

Our telephone

number is (800) 742-3095.

About Our Executive Officers

Pujari, Chief Executive Officer and Chairman

Pujari, 47, has served as Chairman of the Board and as our Chief Executive Officer since the consummation of the Business Combination

in July 2024.

Roshan Pujari, 48, has served as Chairman of the Board and as our Chief

Executive Officer since the consummation of the Business Combination in July 2024.

Prior to the Business Combination, Mr.

Pujari co-founded Stardust Power and served as Chief Executive Officer of the Company

from its inception in March 2023.

In his role as Chief Executive Officer of Stardust Power, he is responsible for developing and executing

strategy, operations, key hires and financing.

Pujari co-founded

Legacy Stardust Power and served as Chief Executive Officer of Legacy Stardust Power from its inception in March 2023 until the Business

In his role as Chief Executive Officer of Stardust Power, he is responsible for developing and executing strategy, operations,

key hires and financing.

Pujari is a highly seasoned chief executive officer.

Pujari has over 20 years

of experience in investments and transactions and has demonstrated expertise and deep domain knowledge in new company formation and

fund raising.

He is highly skilled in dealmaking, identifying niche opportunities and leading them to successful ventures.

Prior to co-founding

Stardust Power, Mr.

Pujari founded VIKASA Capital LLC in 2012, and then organized as VIKASA Capital Inc.

in 2021, as a diversified investment

firm investing into global markets and clean energy.

Pujari led the firm’s clean energy practice where he developed a deep

understanding of lithium.

He is also a philanthropist, having founded the Pujari Foundation, a 501(c)(3) non-profit organization, to

promote the interests of education, arts, and community around the globe.

Pujari has served on numerous philanthropic boards and

served as a Governor’s appointee to the Oklahoma Arts Council.

He served as trustee for the Heritage Hall School from 2017 to 2021,

his alma mater.

Pujari attended the University of Redlands in California, where he majored in both History and Government, and was

in the honor society in both majors.

Pujari also has a diploma from Heritage Hall, Oklahoma, where he was awarded “Top Speaker”

in the National Tournament in 1995.

Pujari has over 20 years of experience in investments

and transactions and has demonstrated expertise and deep domain knowledge in new company formation and fund raising.

He is highly skilled

in dealmaking, identifying niche opportunities and leading them to successful ventures.

Prior to co-founding Legacy Stardust Power, Mr.

Pujari founded VIKASA Capital LLC in 2012, which reorganized as VIKASA Capital Inc.

in 2021, a diversified investment firm investing into

global markets and clean energy.

Pujari led the firm’s clean energy practice until 2023 where he developed a deep understanding

He is also a philanthropist, having founded the Pujari Foundation, a 501(c)(3) non-profit organization, to promote the interests

of education, arts, and community around the globe.

Pujari has served on numerous philanthropic boards and served as a Governor’s

appointee to the Oklahoma Arts Council.

He served as trustee for the Heritage Hall School from 2017 to 2021, his alma mater.

attended the University of Redlands in California, where he majored in both History and Government, and was in the honor society in both

Pujari also has a diploma from Heritage Hall, Oklahoma, where he was awarded “Top Speaker” in the National Tournament

Cortegoso, Chief Technical Officer

Cortegoso, 43, has served as the Chief Technical Officer of Stardust Power since February 2024.

In this role, he is responsible for all

operations aspects of exploration, mining, extraction and production.

Cortegoso has over 13 years of experience in civil and mining

projects, specializing in lithium projects.

His skills include the development of hydrogeological field programs, with an emphasis on

lithium brine deposits, including well designs, packer testing, aquifer tests, brine standards preparation, sampling protocols and drilling

oversight, with expertise in solar pond evaporation design, modeling and operation for lithium and potassium brine projects.

He has extensive

experience in performing fatal flaw analysis;

In this role, he is responsible for

all operations aspects of exploration, mining, extraction and production.

Cortegoso has over 13 years of experience in civil and

mining projects, specializing in lithium projects.

His skills include the development of hydrogeological field programs, with an

emphasis on lithium brine deposits, including well designs, packer testing, aquifer tests, brine standards preparation, sampling

protocols and drilling oversight, with expertise in solar pond evaporation design, modeling and operation for lithium and potassium

brine projects.

He has extensive experience in performing fatal flaw analysis;

risk and investment analysis;

technical due diligence, including on battery metals;

and implementation of field programs;

data collection and analysis for hydrogeological and geotechnical studies;

and completing technical

reports (Mineral Resource and Reserve Statements, PEA, PFS, FS) in accordance with international guidelines for lithium brine and hard

rock projects throughout Argentina, Australia, Brazil, Bolivia, Canada, Chile, Mexico, the United States, Europe, the United Kingdom

and Botswana.

Prior to joining Stardust Power, Mr.

Cortegoso served as a freelance industry consultant.

Prior to co-founding Stardust

Cortegoso served at Aurora Lithium (Galp/Northvolt), as Vice President, Sourcing, in Lisbon, Portugal from April 2022 to March

Prior to Aurora Lithium, he served at SRK Consulting (U.S.), Inc.

in various positions including as Senior Consultant from January

2018 to February 2022, and as Consultant from September 2010 to December 2017.

Prior to SRK, he served at Trine University as Graduate

technical due

diligence, including on battery metals;

design and implementation of field programs;

data collection and analysis for

hydrogeological and geotechnical studies;

and completing technical reports (Mineral Resource and Reserve Statements, PEA, PFS, FS)

in accordance with international guidelines for lithium brine and hard rock projects throughout Argentina, Australia, Brazil,

Bolivia, Canada, Chile, Mexico, the United States, Europe, the United Kingdom and Botswana.

Prior to co-founding Stardust Power,

from April 2023 to February 2024, Mr.

Cortegoso was engaged in independent consulting through his wholly owned company, Florentino

Energy LLC, where he advised clients on lithium and mining projects, including technical due diligence, project evaluation, and

development strategy.

Prior to this, he served at Aurora Lithium (Galp/Northvolt), a lithium refining project, as

Vice President, Sourcing, in Lisbon, Portugal from April 2022 to March 2023, where he was responsible for identifying, evaluating and advancing lithium raw material supply opportunities for the company’s refining

Aurora Lithium, he served at SRK Consulting (U.S.), Inc.

in various positions including as Senior Consultant from January 2018 to

February 2022, and as Consultant from September 2010 to December 2017.

Prior to SRK, he served at Trine University as a Graduate

Researcher and Teaching Assistant from August 2009 to May 2010.

Prior to Trine University, Mr.

Cortegoso served at Jose Cartellone Construcciones

Civiles, in Buenos Aires, Argentina as Management and Budget Control Analyst in 2007.

He is a published author in prestigious industry

magazines and has presented in conferences and workshops globally in his field of expertise on lithium.

Cortegoso has industry affiliations,

including as a Registered Member of the Society for Mining, Metallurgy, and Exploration, Inc.;

a Qualified Person under the guidelines

of National Instrument 43-101 in Canada;

and a Competent Person in accordance with the JORC Code in Australia.

Cortegoso earned his

master’s degree in civil engineering from Trine University, and an undergraduate degree in civil engineering from the Universidad

Nacional de Cuyo in Argentina.

Cortegoso served at Jose Cartellone

Construcciones Civiles, in Buenos Aires, Argentina as a Management and Budget Control Analyst in 2007.

He is a published author in

prestigious industry magazines and has presented in conferences and workshops globally in his field of expertise on lithium.

Cortegoso has industry affiliations, including as a Registered Member of the Society for Mining, Metallurgy, and Exploration, Inc.;

a Qualified Person under the guidelines of National Instrument 43-101 in Canada;

and a Competent Person in accordance with the JORC

Code in Australia.

Cortegoso earned his master’s degree in civil engineering from Trine University, and an undergraduate

degree in civil engineering from the Universidad Nacional de Cuyo in Argentina.

Devasper, Chief Financial Officer

47 unchanged sentences

Prior to joining Stardust Power, he served as President and Chief Executive Officer of

IHI E&C International Corporation beginning in January 2017, prior to which he served as General Counsel and Senior Vice President

IHI E&C International Corporation, an engineering and construction company, beginning in January 2017, prior to which he served as General Counsel and Senior Vice President

of Business Administration beginning in February 2013.

7 unchanged sentences

Massachusetts Institute of Technology.

Capital Resources

have eight employees as of December 31, 2024.

Environmental,

Social and Governance

believe lithium will continue to play an important role in the transition

to a lower carbon future and the fight against climate change.

Likewise, we believe that meeting the growing demand for lithium compounds

must be balanced with considerations for responsible refining across the spectrum of ESG issues and concerns.

Our core values reflect

this commitment to sustainability.

We believe that operating in a safe, ethical, socially conscious and sustainable manner is important

for our business.

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

Environmental

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

We intend to source the energy to power our refinery from sustainable sources of power, including solar and wind power

available from the state of Oklahoma.

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

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

project areas.

Power is committed to transparency, and corporate governance best-practices, and has the following corporate governance policies and

guidelines in place :

Reporting Policy (Whistleblower Policy);

of Conduct and Cyber Security Agreement;

Code of Conduct;

Risk Assessment Program;

● Cybersecurity

Benefits Plan;

of Business Conduct and Ethics;

Reporting Policy;

Governance Guidelines;

Trading Policy;

Party Transactions Policy.

Czachor, General Counsel, Chief Compliance Officer and Secretary

Bruce Czachor, 64, has served as the General Counsel, Chief Compliance

Officer and Secretary of Stardust Power since January 2026.

In this role, Mr.

Czachor is responsible for leading and developing the legal

and compliance functions of the Company, as well as assisting the Chief Executive Officer in executing strategy, operations and key hires.

He brings over 35 years of legal and corporate experience, and has served in executive and legal leadership roles at public companies

and international law firms.

Prior to joining Stardust Power, Mr.

Czachor served as Executive Vice President – Chief Legal Officer

and Secretary of Piedmont Lithium Inc., a U.S.

public mining and chemical company, and its predecessor Australian company since December

Prior to that, he served as a partner and associate in major international law firms in New York, Toronto, and Silicon Valley from

1988 through 2017.

Czachor holds a Juris Doctorate degree from New York Law School, and a Bachelor of Arts degree in Political Science

from Binghamton University.

Czachor is also a director of Vinland Lithium Inc., a public company listed on the TSXV under the symbol

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business