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Item 1A. Risk Factors

2026-03-25 compared with 2025-03-27 · 888 added, 1046 removed, 466 unchanged (81% of the section changed)

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of Risk Factors

investment in our securities involves a high degree of risk.

The occurrence of one or more of the events or circumstances described in

the section entitled “ Risk Factors ,” alone or in combination with other events or circumstances, may materially adversely

affect our business, financial condition and operating results.

In that event, the trading price of our securities could decline, and

you could lose all or part of your investment.

Such risks include, but are not limited to, the following:

future performance is difficult to evaluate because we have a limited operating history in

the lithium industry.

limited history makes it difficult to evaluate our business and prospects and may increase

the risks associated with your investment.

management has identified conditions that raise substantial doubt about our ability to continue

as a going concern.

are a development stage company, and there is no guarantee that our development will result

in the commercial production of lithium from brine sources.

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

quarterly and annual operating and financial results and our revenue are likely to fluctuate

significantly in future periods.

long-term success will depend ultimately on our ability to generate revenues, achieve and

maintain profitability, and develop positive cash flows from our battery-grade lithium production

of lithium feedstock may prove to be non-viable, which could have material adverse impact

on our business and operations.

● Logistics costs based

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

if we are successful in completing all initial phases and the first commercial production

at our Facility and consistently produce battery-grade lithium on a commercial scale, we

may not be successful in commencing and expanding commercial operations to support the growth

of our business.

● Our ability to manage growth will have an impact on our business, financial

condition and results of operations.

products may not qualify for use for our intended customers.

An investment in our securities involves a high degree of risk.

In evaluating

our business, you should carefully consider the following discussion of material risks, events and uncertainties that make an investment

in us speculative or risky in addition to the other information included in this Annual Report on Form 10-K.

The occurrence of one or

more of the following risks and uncertainties, alone or in combination with other events or circumstances, could, in circumstances we

may or may not be able to accurately predict, materially and adversely affect our business and operations, growth, reputation, prospects,

operating and financial results, financial condition, cash flows, liquidity and stock price.

The trading price of our securities could

decline, and you could lose all or part of your investment.

Some of the factors, events and contingencies discussed below may have occurred

in the past, but the disclosures below are not representations as to whether or not the factors, events or contingencies have occurred

in the past and instead reflect our beliefs and opinions as to the factors, events, or contingencies that could materially and adversely

affect us in the future.

The risks and uncertainties described below are not the only ones we face.

Our operations could also be affected

by factors, events or uncertainties that are not presently known to us or that we currently do not consider to present significant risks

to our business.

Therefore, you should not consider the following risks to be a complete statement of all the potential risks or uncertainties

that we face.

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

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

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

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

from brine sources.

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

quarterly and annual operating and financial results and our revenue , if any, are

likely to fluctuate significantly in future periods.

long-term success will depend ultimately on our ability to generate revenues, achieve and maintain profitability, and develop positive

cash flows from our battery-grade lithium production activities.

of lithium feedstock may prove to be non-viable, which could have a material adverse

impact on our business and operations.

costs based on a hub and spoke refinery model may increase our costs to where it is not

economically viable to continue development and commercial production.

if we are successful in completing all initial phases and the first commercial production at our Facility and consistently produce

battery-grade lithium on a commercial scale, we may not be successful in commencing and expanding commercial operations to support

the growth of our business.

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

products may not qualify for use by our intended customers.

might not be able to sell our products as intended.

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

may not be able to develop, maintain and grow strategic relationships, identify new strategic

relationship opportunities or form strategic relationships, in the future.

● Lithium can be highly

combustible, and if we have incidents, it could adversely impact us.

lithium brine industry includes well capitalized companies, and we may not have sufficient

resources to compete against them.

We depend on our ability to successfully access the capital and financial markets.

Any inability to access the capital or financial markets

may limit our ability to continue as a going concern, meet our liquidity needs and long-term commitments, fund our ongoing operations, execute our business plan or

pursue investments that we may rely on for future growth.

may not be able to develop, maintain and grow strategic relationships, identify new strategic relationship opportunities, or form

strategic relationships, in the future.

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

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

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

may be unable to qualify for existing federal and state level grants and incentives and the

grants and incentives may not be released to us as quickly or efficiently as we anticipate

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

prices are subject to unpredictable fluctuations.

development of our lithium refinery is highly dependent upon the currently projected demand

for and uses of lithium-based end products.

future growth and success are dependent upon consumers’ demand for electric vehicles

in an automotive industry that is generally competitive, cyclical and volatile.

may be unable to successfully negotiate final, binding terms related to our current non-binding

memoranda of understanding and letters of intent for supply and offtake agreements, which

could harm our commercial prospects.

escalation of the current war in Ukraine, generalized conflict in Europe and the Middle East,

or the emergence of conflict elsewhere, may adversely affect our business.

tariffs or a global trade war could increase the cost of products we rely upon, which could

adversely impact the competitiveness of our business and our financial results.

change, legislation, regulation and policies may result in increased operating costs and

otherwise affect our business, our industry and the global economy.

● We identified material weaknesses in our internal control over financial reporting in prior year.

If we experience

additional material weaknesses or other deficiencies in the future or otherwise fail to maintain an effective system of internal control

over financial reporting, we may not be able to accurately or timely report our financial results, which could result in loss of investor

confidence and adversely impact our stock price.

may be unable to qualify for existing federal and state level grants and incentives and the grants and incentives may not be released

to us as quickly or efficiently as we anticipate or at all.

Volatility in the demand for lithium products or the development of alternative

battery technologies that do not utilize lithium inputs may adversely affect the market for lithium.

Lithium prices are subject to unpredictable fluctuations which may adversely

affect the results of our operations and our ability to successfully execute our business plan.

future growth and success are dependent upon consumers’ demand for electric vehicles in an automotive industry that is generally

competitive, cyclical and volatile.

may be unable to successfully negotiate final, binding terms related to our current non-binding memoranda of understanding and letters

of intent for supply and offtake agreements, which could harm our commercial prospects.

escalation of the current war in Ukraine, conflict in the Middle East, or the emergence of conflict elsewhere,

may adversely affect our business.

Unstable market and macroeconomic conditions, including tariffs or trade

policy, may have serious adverse consequences on our business, financial condition and stock price.

change legislation, regulations and policies may result in increased operating costs and otherwise affect our business, our industry

and the global economy.

If we fail to maintain proper and effective internal controls over financial

reporting our ability to produce accurate and timely financial statements could be impaired.

Related to Our Business and Industry

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

have had a limited operating history in the lithium industry, and we have not realized any revenues to date from the sale of lithium,

and our operating cash flow needs have been financed through issuance of SAFE notes, debt and equity securities, and not through cash

flows derived from our operations.

As a result, we have little historical financial and operating information from our lithium business

to help you evaluate our performance.

We have had a limited operating history in the lithium industry, and we

have not realized any revenues to date from the sale of lithium, and our operating cash flow needs have historically been financed through

the issuance of SAFE notes, debt and equity securities, and not through cash flows derived from our operations.

As a result, we have little

historical financial and operating information from our lithium business to help you evaluate our performance.

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

incorporated on March 16, 2023, and have yet to construct our Facility and commence production.

As a result, we have a limited operating

history upon which to evaluate our business and future prospects, which subjects us to a number of risks and uncertainties, including

our ability to plan for and predict future growth.

Since our founding, and acquisition of land for the establishment of our Facility,

we have made significant progress towards site due diligence, engineering and techno-economic analysis for assessing suitability of the

land and location.

The refinery designs, brine extraction and transportation process to our Facility, process configurations, and control

system of the Facility are representative of an industrial-scale battery-grade lithium production facility.

We have also undertaken and

continue to undertake various environmental studies by industry experts.

As we continue to develop our production Facility, we expect

our operating losses and negative operating cash flows to grow until first commercial production and sales.

We incorporated on March 16, 2023, and have yet to construct our Facility

and commence production.

As a result, we have a limited operating history upon which to evaluate our business and future prospects, which

subjects us to a number of risks and uncertainties, including our ability to plan for and predict future growth.

Since our founding, and

acquisition of land for the establishment of our Facility, we have made significant progress towards site due diligence, engineering and

techno-economic analysis for assessing suitability of the land and location.

We believe that our refinery designs, brine extraction and

transportation process to our Facility, process configurations, and control system of the Facility are representative of an industrial-scale

battery-grade lithium production facility, but they remain an estimate only.

We have also undertaken and continue to undertake various

environmental studies by industry experts.

As we continue to develop our production Facility, we expect our operating losses and negative

operating cash flows to grow until first commercial production and sales, if any.

may encounter risks and difficulties experienced by growing companies in rapidly developing and changing industries, including challenges

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doubt about our ability to continue as a going concern.

The ability of the Company to continue as a going concern is dependent

upon management’s plan to raise additional capital from issuance of equity or receive additional borrowings to fund the Company’s

As of the date of the Annual Report, we believe that cash on hand, and

potential additional liquidity available through the issuance of common stock, will be inadequate to satisfy our working capital and capital

expenditure requirements for at least the next twelve months.

The ability of the Company to continue as a going concern is dependent upon

the success of management’s plan to raise additional capital from the issuance of equity or additional borrowings to fund the Company’s

operating and investing activities.

There can be no assurance that we will be successful in our plans described elsewhere in this

annual report or in attracting future debt, equity financings or strategic and collaborative ventures with third parties on acceptable

terms, or if at all.

If we are unable to raise adequate capital at favorable terms, the business, operations and financial results, and

hence stock price of securities of the Company in the public markets may be adversely impacted, which could have a material adverse impact

on your investment.

There can be no assurance that we will be successful in our plans described elsewhere in this Annual

Report or in attracting future debt, equity financings or strategic and collaborative ventures with third parties on acceptable terms,

If we are unable to raise adequate capital on favorable terms, or at all, we could be forced to cease operations or substantially

curtail our activities, and the business, operations and financial results, and stock price of the Company may be adversely impacted.

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

brine sources.

a development stage company, we have yet to start the purification of lithium brine to produce battery-grade lithium and are not likely

to generate revenue in our initial years of operations.

Accordingly, we cannot assure you that we will ever realize any profits.

profitability in the future from our business will be dependent upon an economic method of extracting the required brine by our partners,

whether directly or as byproducts of the oil and gas industry, and from further exploration and development of other economic sources

Further, we cannot assure you that any exploration and extraction programs conducted by our partners will result in profitable

commercially viable extraction, purification and production operations.

The exploration, extraction and purification of lithium brine,

whether obtained from deposits or as byproducts of the oil and gas industry, involves a high degree of financial risk over a significant

period of time, which may or may not be reduced or eliminated through a combination of careful evaluation, experience, and skilled management.

While the discovery of additional lithium brine deposits may result in increasing and diversifying supply sources, there can be no assurances

that costs associated with extraction and subsequent transportation to the Facility would be economical and efficient enough for profitable

commercial production.

Further, significant expenses may be required by our partners to construct processing facilities and to establish

brine reserves.

do not know with certainty that economically recoverable lithium exists on properties of our partners from who we seek to obtain brine.

As a development stage company, we have yet to start the purification of

lithium brine to produce battery-grade lithium and are not likely to generate revenue in our initial years of operations, if at all.

we cannot assure you that we will ever realize any profits.

Any profitability in the future from our business will be dependent upon an

economic method of extracting the required brine by our partners, whether directly or as byproducts of the oil and gas industry, and from

further exploration and development of other economic sources of brine.

Further, we cannot assure you that any exploration and extraction

programs conducted by our partners will result in profitable commercially viable extraction, purification and production operations.

exploration, extraction and purification of lithium brine, whether obtained from deposits or as byproducts of the oil and gas industry,

involves a high degree of financial risk over a significant period of time, which may or may not be reduced or eliminated through a combination

of careful evaluation, experience, and skilled management.

While the discovery of additional lithium brine deposits may result in increasing

and diversifying supply sources, there can be no assurances that costs associated with extraction and subsequent transportation to the

Facility would be economical and efficient enough for profitable commercial production.

Further, significant expenses may be required

by our partners to construct processing facilities and to establish brine reserves.

do not know with certainty that economically recoverable lithium exists on properties of our partners from whom we seek to obtain brine.

In addition, the quantity of any brine reserves may vary depending on input prices.

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In that event, import expenses, levies by exporting governments, regulatory approvals, shipping

and logistics arrangements and costs, could potentially make the production of battery-grade lithium at our facilities economically unviable.

and logistics arrangements and costs, could potentially make the production of battery-grade lithium at our facilities economically unviable, and we could be forced to cease operations or substantially curtail our

This could have a material adverse impact on our business, financial condition, and results of operations and cash flows.

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

level of profitability, if any, in future years will depend to a great degree on lithium prices and whether we can purchase brine at

a price that is economically feasible for us to produce battery-grade lithium.

Exploration and development of lithium resources are highly

speculative in nature, and it is impossible to ensure that any of our suppliers will establish reserves.

Whether it will be economically

feasible for our suppliers to extract lithium depends on a number of factors, including, but not limited to:

(i) particular attributes

of the brine assets, such as chemical composition of lithium, presence of contaminants, temperature of the brine, physical and chemical

conditions of the brine and extraction technology and proximity to infrastructure, among other factors;

Our level of profitability, if any, in future years will depend to a significant

degree on lithium prices and whether we can purchase brine at a price that is economically feasible for us to produce battery-grade lithium.

Exploration and development of lithium resources are highly speculative in nature, and it is impossible to ensure that any of our suppliers

will establish reserves.

Whether it will be economically feasible for our suppliers to extract lithium depends on a number of factors,

including, but not limited to:

(i) the particular attributes of the brine assets, such as chemical composition of lithium, presence of

contaminants, temperature of the brine, physical and chemical conditions of the brine and extraction technology and proximity to infrastructure,

among other factors;

(ii) lithium prices;

(iii) extraction,

processing and, purification;

(iii) extraction, processing and, purification;

(iv) logistics and transportation costs;

(v) willingness of lenders and investors to provide capital, including

project financing;

willingness of lenders and investors to provide capital, including project financing;

(vi) labor costs and possible labor strikes;

(vii) non-issuance or delays in the issuance of permits;

(viii) electric

vehicle supply and demand;

and (ix) governmental regulations, including, without limitation, regulations relating to prices, taxes, royalties,

land tenure, land use, importing and exporting materials, grants, foreign exchange, environmental, health and safety, employment, transportation,

and reclamation and closure obligations.

non-issuance or delays in the issuance of permits, which could increase costs and delay construction;

(viii) electric vehicle supply and

and (ix) governmental regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure,

land use, importing and exporting materials, grants, foreign exchange, environmental, health and safety, employment, transportation, and

reclamation and closure obligations.

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

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fires, floods, earthquakes, severe weather, seismic activity, or other natural disasters;

power outages and water shortages;

● construction

delays and higher than expected capital costs due to, among other things, supply chain disruptions,

trade disputes and tariffs, higher transportation costs and inflation;

ability to obtain suitable or adequate machinery, equipment, or labor;

or unplanned power outages and water shortages;

delays and higher than expected capital costs due to, among other things, supply chain disruptions, trade disputes and tariffs, higher

transportation costs and inflation;

ability to obtain and maintain suitable or adequate machinery, equipment, or labor;

in materials or equipment and energy and electrical power supply interruptions or rationing;

Pollution, emissions and other similar hazards;

environmental,

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and potentially our financial viability.

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

Our liability for potential or existing pollution or other hazards could also adversely impact our operations and

financial condition.

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

quarterly and annual operating and financial results are difficult to predict and may fluctuate significantly from period to period.

Our revenues, net income and results of operations may fluctuate as a result of a variety of factors that are outside our control including,

but not limited to, lack of sufficient working capital, equipment malfunction and breakdowns, inability to timely find spare machines

or parts to fix the broken equipment, regulatory or licensing delays and severe weather phenomena.

Our revenues, if any, net income and results of operations may fluctuate as a result of a variety of factors that are outside our

control including, but not limited to, lack of sufficient working capital, equipment malfunction and breakdowns, inability to timely

find spare machines or parts to fix the broken equipment, regulatory or licensing delays and severe weather phenomena.

long-term success will depend ultimately on our ability to generate revenues, achieve and maintain profitability, and develop positive

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but not limited to:

● significant,

prolonged decrease in the market price of lithium;

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lower than expected lithium extraction and reduced supply of lithium brine;

● significant

delays, reductions, or stoppages in lithium extraction activities;

● construction

delays, procurement issues and workforce sourcing where our Facility is being set up;

● significant

shortages of adequate and skilled labor or a significant increase in labor costs;

in obtaining relevant permits or delays caused in obtaining such relevant permits;

in obtaining relevant permits or delays caused in obtaining such relevant permits, which could increase costs and delay construction;

stringent regulatory or environmental, health or safety laws and regulations;

● significant

difficulty in marketing or selling battery-grade lithium;

community and political activism that may have an impact on the laws and regulations surrounding

the industry in which we operate;

● availability

of credits, incentives and federal or state funding for refining and sale of battery-grade

lithium and electric vehicles;

economic and political conditions, such as recessions, interest rates, inflation and acts

of war or terrorism.

is common for a new lithium refining operation to experience unexpected costs, problems, and delays during construction, commissioning

and start-up.

Most similar projects suffer delays during these periods due to numerous factors, including the factors listed above.

of these factors could result in changes to capital and operating expenditures, economic returns or cash flow estimates of the project

or have other negative impacts on our financial position.

There is no assurance that our Facility will commence commercial production

on schedule, or at all, or will result in profitable, viable operations.

If we are unable to develop our Facility into a commercial operating

facility, our business and financial condition will be materially adversely affected.

Moreover, even if a feasibility study supports

a commercially viable project, there are many additional factors that could impact the project’s development, including terms and

availability of financing, cost overruns, litigation or administrative appeals concerning the project, delays in development, and any

permitting changes, among other factors, and factors beyond our control such as adverse weather conditions.

community and political activism that may have an impact on the laws and regulations surrounding the industry in which we operate;

of credits, incentives and federal or state funding for refining and sale of battery-grade lithium and electric vehicles;

macroeconomic and geopolitical conditions, such as recessions, interest rates, inflation, changes in trade policies, including

tariffs or other trade restrictions or the threat of such actions and retaliatory actions, geopolitical instability, including

ongoing conflicts, actual or threatened public health emergencies, and acts of war or terrorism.

It is common for a new lithium refining operation to experience unexpected

costs, problems, and delays during construction, commissioning and start-up.

Most similar projects suffer delays during these periods

due to numerous factors, including the factors listed above.

Any of these factors could result in changes to capital and operating expenditures,

economic returns or cash flow estimates of the project or have other negative impacts on our financial position.

There is no assurance

that our Facility will be constructed and commence commercial production on schedule, or at all, or will result in profitable, viable

If we are unable to develop our Facility into a commercial operating facility, our business and financial condition will be

materially adversely affected.

Moreover, even if a feasibility study supports a commercially viable project, there are many additional

factors that could impact the project’s development, including terms and availability of financing, cost overruns, litigation or

administrative appeals concerning the project, delays in development, and any permitting changes, among other factors, and factors beyond

our control such as adverse weather conditions and general industry, economic and political conditions.

future lithium refining and production activities may change as a result of any one or more of these risks and uncertainties.

assure you that any of our activities will result in achieving and maintaining profitability and developing positive cash flows.

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

our strategic memorandums of understanding via non-binding contractual arrangements with leading global players such as Usha Resources

for the Jackpot Lake Lithium Brine Project, QXR, IGX and Zelandez, we depend on them for supply and production of lithium brine, and

if for some reason the memorandums of understanding do not culminate into binding agreements or do not yield desired economic results,

it could adversely impact our business, operations and financial condition.

For example, the results of the Phase I of Liberty Lithium

project with QXR may prove to be economically unviable, or not an economically viable source of feedstock for the Company.

arrangement with Zelandez may also not create adequate feedstock.

Sufficient supply and production of lithium brine may not be available

at the onset of the production at the Facility.

Additionally, upstream risks may prevent us from organizing enough feedstock supply to

produce consistent lithium products, and the competitive landscape for lithium supply could become a detriment to the Company’s

Changes in commodity prices may also limit upstream exploration and production.

We cannot assure you that we will not be faced

with adverse impacts should the execution of our strategy be impacted.

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

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

We depend on our strategic memorandums of understanding via non-binding

contractual arrangements with leading global players for supply and production of lithium brine, and if for some reason the memorandums

of understanding do not culminate into binding agreements or do not yield desired economic results, it could materially and adversely

impact our business, operations and financial condition.

For example, the results of the Phase I of Liberty Lithium project with QXR may

prove to be economically unviable, or not an economically viable source of feedstock for the Company.

Further, our arrangement with Prairie

Lithium may also not create adequate feedstock.

Sufficient supply and production of lithium brine may not be available at the onset of

the production at the Facility.

Additionally, upstream risks may prevent us from organizing enough feedstock supply to produce consistent

lithium products, and the competitive landscape for lithium supply could become a detriment to the Company’s efforts.

commodity prices may also limit upstream exploration and production.

If we are not successful in the execution of our strategy, our business,

operations and financial condition could be materially and adversely impacted.

costs based on a hub and spoke refinery model may increase our costs to where it is not economically viable to continue development and

commercial production.

business model is designed to have a central refinery where inputs are transported to the central location.

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While our management believes these costs can be limited through concentration and or crystallization,

we cannot assure you that any adverse changes in transportation costs, transportation and logistics levies, changed in concentration

we cannot assure you that any adverse changes in transportation costs, transportation and logistics levies, changes in concentration

and or crystallization process leading to increased costs, among others, would not increase costs substantially, reduce operating margins,

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lithium on a commercial scale, we may not be successful in commencing and expanding commercial operations to support the growth of our

ability to achieve significant future revenue will depend in large part upon our ability to attract customers and enter into contracts

on favorable terms.

We expect that many of our customers will be large companies with extensive experience operating in the lithium markets.

We lack significant commercial operating experience and may face difficulties in developing marketing expertise in these fields.

business model relies upon our ability to successfully implement our first commercial production and commence and expand commercial operations.

Furthermore, we also intend to successfully negotiate, structure and fulfill long-term supply agreements for lithium brine with suppliers.

Our ability to achieve significant future revenue will depend in large

part upon our ability to attract customers and enter into contracts on favorable terms.

We expect that many of our customers will be large

companies with extensive experience operating in the lithium markets.

We lack significant commercial operating experience and may face

difficulties in developing marketing expertise in these fields.

Our business model relies upon our ability to successfully implement our

first commercial production and commence and expand commercial operations.

Furthermore, our strategy also depends on our ability to successfully

negotiate, structure and fulfill long-term supply agreements for lithium brine with suppliers.

with potential customers may initially only provide for the purchase of limited quantities from us.

Our ability to increase our sales

will depend in large part upon our ability to expand these existing customer relationships into long-term supply agreements.

Establishing,

maintaining and expanding relationships with customers in general can require substantial investment without any assurance from customers

that they will place significant orders.

In addition, many of our potential customers may be more experienced in these matters than we

are, and we may fail to successfully negotiate these agreements in a timely manner or on favorable terms which, in turn, may force us

to slow our production, dedicate additional resources to increasing our storage capacity and/or dedicate resources to sales in spot markets.

Furthermore, should we become more dependent on spot market sales, our profitability will become increasingly vulnerable to short-term

fluctuations in the price and demand for battery-grade lithium and competing substitutes.

Our ability to increase our

sales will depend in large part upon our ability to expand these potential customer relationships into long-term supply agreements.

Establishing, maintaining and expanding relationships with customers in general can require substantial investment without any

assurance from customers that they will place significant orders.

In addition, many of our potential customers may be more

experienced in these matters than we are, and we may fail to successfully negotiate these agreements in a timely manner or on

favorable terms, or at all, which, in turn, may force us to slow our production, dedicate additional resources to increasing our

storage capacity and/or dedicate resources to sales in spot markets.

Furthermore, should we become more dependent on spot market

sales, our potential profitability will become increasingly vulnerable to short-term fluctuations in the price and demand for

battery-grade lithium and competing substitutes.

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

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

products may not qualify for use for our intended customers.

battery-grade lithium products may not be suitable for our intended customers’ use for lithium-ion batteries.

These batteries have

strict requirements for the materials used in their manufacture as impurities can lead to poor charging performance including reduced

vehicle range of operation, more frequent need to charge, problems with batteries starting at colder temperature and, in some extreme

cases, to batteries catching on fire.

A major issue with the current lithium conversion practice in the industry is reliable operation

in producing high-quality lithium products.

Although through our business arrangements and our process, we expect to produce battery-grade

lithium products that meet purity requirements, we cannot assure you that we will be able to enter into business arrangements as we intend,

that our processes will meet the stringent quality testing norms of our intended customers, and we will not be able to develop the market

to sell our products, which will have an adverse impact on our revenue, operations and financial condition.

products may not qualify for use by our intended customers.

Our battery-grade lithium products may not be suitable for our intended

customers’ use for lithium-ion batteries.

These batteries have strict requirements for the materials used in their manufacture as

impurities can lead to poor charging performance including reduced vehicle range of operation, more frequent need to charge, problems

with batteries starting at colder temperatures and, in some extreme cases, batteries catching on fire.

A major issue with the current

lithium conversion practice in the industry is reliable production of high-quality lithium products.

Although through our business arrangements

and our process, we expect to be able to produce battery-grade lithium products that meet purity requirements, we cannot assure you that

we will be successful in producing this level of lithium product, we will be able to enter into business arrangements as we intend, that

our processes will meet the stringent quality testing norms of our intended customers, and we will be able to develop a market to sell

our products, the failure of any of which will have an adverse impact on our revenue, operations and financial condition.

might not be able to sell our products as intended.

a result of evolving market dynamics, we may not be able to secure long-term buyers for our products for a variety of reasons, including:

qualification, competitive pricing, logistical costs, future government policies and incentives, changes in demand from EV adoption,

changes in demand due to changes in chemistry of batteries, or the synthesizing of battery metals, emergence of new engineering technologies

or processes that could render existing processes obsolete, and alternatives to battery-grade lithium for the EV industry, among others.

We cannot assure you that such events in the future may not occur, or how adversely they will impact our business, operations and financial

a result of evolving market dynamics, we may not be able to secure long-term buyers for our products for a variety of reasons,

qualification, competitive pricing, logistical costs, future government policies and incentives, changes in demand from

EV adoption, changes in demand due to changes in the chemistry of batteries, or the synthesizing of battery metals, emergence of new

engineering technologies or processes that could render existing processes obsolete, and alternatives to battery-grade lithium for

the EV industry, among others.

We cannot assure you that such events in the future may not occur, or how adversely they will impact

our business, operations and financial position.

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

may stop or temporarily stop the development of our Facility.

These delays could include but are not limited to, permitting delays and

inability to obtain permits, construction delays, procurement issues, workforce sourcing, community activism, and political opposition.

A significant delay in completion of our Facility could adversely affect our ability to finish development with changes in both capital

expenditure and operating expenditure.

We depend on our ability to successfully access

the capital and financial markets.

Any inability to access the capital or financial markets may limit our ability to meet our liquidity

needs and long-term commitments, fund our ongoing operations, execute our business plan or pursue investments that we may rely on for

future growth.

Until commercial production is

achieved from our planned projects, we will continue to incur operating and investing net cash outflows associated with including, but

not limited to, undertaking exploration, extraction and production activities, and the development of our planned projects.

we rely on access to various sources of funding including debt, private equity, the public and private debt and equity capital markets,

as well as grants, as a source of funding for our capital and operating requirements.

We require additional capital to meet our liquidity

needs related to expenses for our various corporate activities, including the costs related to our status as a publicly traded company,

funding for our ongoing operations, explore and define lithium brine extraction, and establish any future lithium operations.

assure you that such additional funding will be available to us on satisfactory terms, or at all.

To finance our future ongoing

operations, and future capital needs, we may require additional funds through the issuance of additional equity or debt securities.

on the type and terms of any financing we pursue, stockholders’ rights and the value of their investment in our Common Stock could

These delays could include but are not limited to, permitting delays

and inability to obtain permits, construction delays, procurement issues, workforce sourcing, community activism, political

opposition and other macroeconomic and geopolitical factors.

A significant delay in completion of our Facility could adversely affect our ability to finish development with changes

in both capital expenditure and operating expenditure.

depend on our ability to successfully access the capital and financial markets.

Any inability to access the capital or financial

markets may limit our ability to continue as a going concern, meet our liquidity needs and long-term commitments, fund our ongoing

operations, execute our business plan or pursue investments that we may rely on for future growth.

commercial production is achieved from our planned projects, we will continue to incur operating and investing net cash outflows associated

with including, but not limited to, undertaking exploration, extraction and production activities, and the development of our planned

As a result, we rely on access to various sources of funding including debt, private equity, the public and private debt and

equity capital markets, as well as grants, as a source of funding for our capital and operating requirements.

We require additional capital

to meet our liquidity needs related to expenses for our various corporate activities, including the costs related to our status as a

publicly traded company, funding for our ongoing operations, exploring and defining lithium brine extraction, and establishing any future lithium

We cannot assure you that such additional funding will be available to us on satisfactory terms, or at all.

finance our future ongoing operations, and future capital needs, we may require additional funds through the issuance of additional

equity or debt securities.

Depending on the type and terms of any financing we pursue, stockholders’ rights and the value of

their investment in our Common Stock could be reduced.

Any additional equity financing will dilute our existing shareholdings.

If the issuance of new securities results in diminished

rights to holders of our Common Stock, the market price of our Common Stock could be negatively impacted.

New or additional debt financing,

if available, may involve restrictions on financing and operating activities.

In addition, if we issue secured debt securities, the holders

of the debt would have a claim to our assets that would be prior to the rights of stockholders until the debt is paid.

Interest on such

debt securities would increase costs and would subject us to increased debt service obligations, could result in operating and financing

covenants that would restrict our operations and hence negatively impact operating results.

If we are unable to obtain additional

financing, as needed, at competitive terms, our ability to fund our current operations and implement our business plan and strategy will

be adversely affected.

These circumstances may require us to reduce the scope of our operations and scale back our exploration, extraction,

refining and production plans.

There is no guarantee that we will be able to secure any additional funding or be able to secure funding

to provide us with sufficient funds to meet our objectives, which may adversely affect our business and financial position.

be no assurance that financing will be available in a timely manner or in amounts or on terms acceptable to us, or at all.

to raise needed funds on terms favorable to us, or at all, could severely restrict our liquidity as well as have a material adverse impact

on our business, results of operations, and financial performance.

the issuance of new securities results in diminished rights to holders of our Common Stock, the market price of our Common Stock

could be negatively impacted.

New or additional debt financing, if available, may involve restrictions on financing and operating

In addition, if we issue secured debt securities, the holders of the debt would have a claim to our assets that would be

prior to the rights of stockholders until the debt is paid.

Interest on such debt securities would increase costs and would subject

us to increased debt service obligations, could result in operating and financing covenants that would restrict our operations and

hence negatively impact operating results.

Further, we may incur substantial costs in pursuing any capital-raising transactions, including investment banking,

legal and accounting fees.

we are unable to obtain additional financing, as needed, at competitive terms or at all, our ability to fund our current operations and

implement our business plan and strategy will be adversely affected.

These circumstances may require us to reduce the scope of our

operations and scale back our exploration, extraction, refining and production plans.

There is no guarantee that we will be able to

secure any additional funding or be able to secure funding to provide us with sufficient funds to meet our objectives, which may

adversely affect our business and financial position.

There can be no assurance that financing will be available in a timely manner

or in amounts or on terms acceptable to us, or at all.

Any failure to raise necessary funds on terms favorable to us, or at all,

could severely restrict our liquidity as well as have a material adverse impact on our business, results of operations, and

financial performance.

addition, as of the date of the Annual Report, we believe that cash on hand, and potential additional liquidity available through the

issuance of common stock, will be inadequate to satisfy our working capital and capital expenditure requirements for at least the next

twelve months.

The ability of the Company to continue as a going concern is dependent upon the success of management’s plan to

raise additional capital from the issuance of equity or additional borrowings to fund the Company’s operating and investing activities.

There can be no assurance that we will be successful in our plans described elsewhere in this Annual Report or in attracting future debt,

equity financings or strategic and collaborative ventures with third parties on acceptable terms, or at all.

If we are unable to raise

adequate capital on favorable terms, or at all, the business, operations and financial results, and stock price of the Company may be

adversely impacted, and we could be forced to cease operations or substantially curtail our activities.

may not be able to develop, maintain and grow strategic relationships, identify new strategic relationship opportunities, or form strategic

relationships, in the future.

expect that our ability to establish, maintain, and manage strategic relationships, such as our non-binding agreements with suppliers,

offtakers, technology partners and other related service/ancillary providers, will be important to the success of our business.

guarantee that the companies with which we have developed or will develop strategic relationships will continue to devote the resources

necessary to promote mutually beneficial business relationships in order to grow our business.

If, for some reason, our partners choose

to terminate our contracts with them, refuse to enter into contracts with us on commercially reasonable terms, or are unable to deliver

on agreed terms, the refining of lithium brine, the construction of our Facility, the ability to produce market-acceptable battery-grade

lithium, and our business operations would be materially adversely impacted.

Further, some of our current arrangements are not exclusive,

and some of our strategic partners may work with our competitors in the future.

If we are unsuccessful in establishing or maintaining

our relationships with key strategic partners, our overall growth could be impaired, and our business, prospects, financial condition,

and operating results could be adversely affected.

Lithium can be highly combustible, and if we

have incidences, it could adversely impact us.

Lithium in concentrated form could

be highly combustible, if not produced, stored and transported using the appropriate protocols.

It may cause violent combustion or explosion,

on contact with heat or water.

Pure lithium when finely dispersed, may ignite spontaneously on contact with air, under certain circumstances.

We expect that our ability to establish, maintain, and manage strategic

relationships, such as our non-binding agreements with suppliers, offtakers, technology partners and other related service/ancillary providers,

will be important to the success of our business.

We cannot guarantee that the companies with which we have developed or expect to develop

strategic relationships will devote the resources necessary to promote mutually beneficial business relationships in order to grow our

If, for some reason, our partners choose to terminate our contracts with them, refuse to enter into contracts with us on commercially

reasonable terms, or at all, or are unable to deliver on agreed terms, the refining of lithium brine, the construction of our Facility,

the ability to produce market-acceptable battery-grade lithium, and our business operations would be materially adversely impacted.

some of our current arrangements are not exclusive, and some of our strategic partners may work with our competitors in the future.

we are unsuccessful in establishing or maintaining our relationships with key strategic partners, our overall growth could be impaired,

and our business, prospects, financial condition, and operating results could be adversely affected.

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

concentrated form can be highly combustible, if not produced, stored and transported using the appropriate protocols.

violent combustion or explosion, on contact with heat or water.

Pure lithium when finely dispersed, may ignite spontaneously on

contact with air, under certain circumstances.

Upon exposure to heat, toxic fumes are formed, and then it may decompose.

The product can react violently with strong oxidants, acids

and many other compounds (e.g.

hydrocarbons, halogens, halons, concrete, sand and asbestos).

can react violently with strong oxidants, acids and many other compounds (e.g.

hydrocarbons, halogens, halons, concrete, sand and

This creates fire and explosion hazard.

could also react with water, which may produce highly flammable hydrogen gas and corrosive fumes of lithium hydroxide.

Transportation

of lithium can be dangerous if not conducted using appropriate safety measures.

The end products, such as lithium-ion battery,

which is manufactured with our product, may be unstable and combustible.

While we intend to follow protocol and safety measures, we cannot

assure you that the lithium we produce will not combust.

If it does, it could severely impact our operations, business, and revenue as

well as increase our insurance claims and insurance premium, thereby impacting our profitability.

Lithium can also react with water, which may produce highly flammable hydrogen

gas and corrosive fumes of lithium hydroxide.

Transportation of lithium can be dangerous if not conducted using appropriate safety

The end products, such as lithium-ion battery, which is manufactured with our product, may be unstable and combustible.

While we intend to follow protocol and safety measures, we cannot assure you that the lithium we produce will not combust.

does, it could severely impact our reputation, operations, business, and revenue, subject us to litigation or regulatory

investigations, as well as increase our insurance claims and insurance premium, thereby impacting our profitability.

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

DLE industry and lithium processing sector include established competitors possessing substantial capitalization and extensive resources.

DLE industry and lithium processing sector include established competitors possessing substantial capitalization and extensive

Accordingly, we may encounter challenges competing against these well-capitalized incumbents.

These industry participants often benefit

from significant financial reserves operational and distribution scale, which could potentially place us at a competitive disadvantage.

These industry participants

often benefit from significant financial reserves and operational and distribution scale, which could potentially place us at a

competitive disadvantage.

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

especially in foreign jurisdictions including but not limited to China, Argentina, Chile, India and Australia, could use processes that

might produce lower-cost lithium, which could impact the market in general, and adversely impact the sales of the Company, in particular.

Other producers could forgo DLE technologies and use ponds or other mechanisms to extract lithium, which could have a lower cost basis.

Further, other producers could operate in markets which may have less rigorous environmental, health, safety, and other regulatory compliance

standards compared to our market This could lead those producers to reduce costs substantially, that could make our pricing less competitive

or even unviable.

If such a scenario were to occur, it could have a material adverse impact on our revenue, profitability and cash flow.

Producers, especially in foreign jurisdictions including but not limited

to China, Argentina, Chile, India and Australia, could use processes that might produce lower-cost lithium, which could impact the market

in general, and adversely impact any sales of the Company, in particular.

Other producers could forgo DLE technologies and use ponds or

other mechanisms to extract lithium, which could have a lower cost basis.

Further, other producers could operate in markets which may

have less rigorous environmental, health, safety, and other regulatory compliance standards compared to our market.

This could lead those

producers to reduce costs substantially, and could make our future pricing less competitive or even unviable.

If such a scenario were

to occur, it could have a material adverse impact on our future potential revenue, profitability and cash flow.

may be unable to qualify for existing federal and state level grants and incentives and the grants and incentives may not be released

to us as quickly or efficiently as we anticipate or at all.

are substantial grants, financing, and other incentives provided by various government organizations designed to facilitate American

manufacturing of battery-grade lithium products, such as the those covered under the incentives through the IRA, IR Act and BIL

under the aegis of the Department of Energy LPO Loan Programs Office Advanced Technology Vehicles Manufacturing Loan Program, Department

of Defense, Defense Production Act, Department of Energy Grant, Department of Defense Office of Strategic Capital, as well as the Investment

Tax Credit and the 21st Century Quality Jobs Program by the Oklahoma Department of Commerce, among others.

While we expect to receive

grants from the State of Oklahoma, we cannot assure you that such grants will be received in a timely manner in meaningful amounts, or

at all, and we may not be eligible or qualify for federal grants.

These and other future governmental incentives may be removed or no

longer provided, due to changes in governmental policies or political attitudes towards such incentives which may change and limit the

distribution of any such incentives.

For example, the Company has been advised with respect to its grant application under the Defense

Production Act that such application would be held, but currently there is no such funding available under the program.

Additionally,

in January 2025, President Trump issued an executive order directing an immediate pause on the disbursement of funds appropriated through

the BIL/Infrastructure Investment and Jobs Act, the IRA and the IR Act.

There are currently substantial grants, financing, and other incentives

offered by various government organizations designed to facilitate American manufacturing of battery-grade lithium products, such as those

covered under the incentives through the IRA, the IR Act and BIL under the aegis of the Department of Energy LPO Loan Programs

Office Advanced Technology Vehicles Manufacturing Loan Program, Department of Defense, Defense Production Act, Department of Energy Grant,

Department of Defense Office of Strategic Capital, as well as the Investment Tax Credit and the 21st Century Quality Jobs Program by the

Oklahoma Department of Commerce, among others.

While we expect to receive grants from the State of Oklahoma, we cannot assure you that

such grants will be received in a timely manner in meaningful amounts, or at all, and we may not be eligible or qualify for federal grants.

These and other future governmental incentives may be removed or no longer provided, due to changes in governmental policies, budgets,

funding or political attitudes towards such incentives which may change and limit the distribution of any such incentives.

the Company has been advised that with respect to its grant application under the Defense Production Act that such application would be

held, but currently there is no funding available under the program.

Additionally, in January 2025, President Trump issued an executive

order directing an immediate pause on the disbursement of funds appropriated through the BIL/Infrastructure Investment and Jobs Act, the

IRA and the IR Act.

This pause on disbursements is subject to ongoing legal challenges.

Furthermore, the IR Act and the IRA may be subject to attempts to amend or repeal, including through Congressional budget reconciliation.

The full impact of these actions and next steps remains uncertain at this time.

We cannot assure you that if the basis of certain incentives

changes and the grants become non-available or are delayed, the same will not affect our ability to start our operations in a timely

and cost-effective manner, leading to delays in commissioning, and could adversely impact our financing options, and hence adversely

impact our ability to generate revenue and profitability.

Furthermore, the IR Act and the IRA may be subject

to attempts to amend or repeal, including through Congressional budget reconciliation.

The full impact of these actions and next steps

remain uncertain at this time.

If the basis of certain incentives changes and the grants become unavailable or are delayed, it may affect

our ability to start our operations in a timely and cost-effective manner, if at all, lead to delays in commissioning, and could adversely

impact our financing options, and hence adversely impact our ability to generate revenue and profitability, if at all.

may in the future use hedging arrangements to mitigate certain risks, but the use of such derivative instruments could have a material

adverse impact on our results of operations.

the future, we may use interest rate swaps to manage interest rate risk, especially on long-term offtake contracts with customers.

addition, we may use forward sales and other types of hedging contracts, including foreign currency hedges if we do expand into other

If we elect to enter into these types of hedging arrangements, our related assets could recognize financial losses on these

arrangements as a result of volatility in the market values of the underlying asset or if a counterparty fails to perform under a contract.

If actively quoted market prices and pricing information from external sources are not available, the valuation of these contracts would

involve judgment or the use of estimates.

As a result, changes in the underlying assumptions or use of alternative valuation methods

could affect the reported fair value of these contracts.

If the values of these financial contracts change in a manner that we do not

anticipate, or if a counterparty fails to perform under a contract, it could harm our business, financial condition, results of operations

and cash flows.

In the future, we may use interest rate swaps to manage interest rate risk,

especially on long-term offtake contracts with potential customers.

In addition, we may use forward sales and other types of hedging contracts,

including foreign currency hedges, if we expand into other countries in the future.

If we elect to enter into these types of hedging arrangements,

our related assets could recognize financial losses on these arrangements as a result of volatility in the market values of the underlying

asset or if a counterparty fails to perform under a potential contract.

If actively quoted market prices and pricing information from

external sources are not available, the valuation of these potential contracts would involve judgment or the use of estimates.

changes in the underlying assumptions or use of alternative valuation methods could affect the reported fair value of these potential

If the values of these potential financial contracts change in a manner that we do not anticipate, or if a counterparty fails

to perform under a potential contract, it could harm our business, financial condition, results of operations and cash flows.

may acquire or invest in additional companies, which may divert our management’s attention, result in additional dilution to our

stockholders, and consume resources that are necessary to sustain our business.

business strategy may include in part acquiring other complementary technologies or businesses, or that provide us with downstream or

upstream integration, or making minority investments in such businesses.

We may also enter relationships with other businesses to expand

our operations and to create service networks to support our production and delivery of battery-grade lithium.

An acquisition, investment,

or business relationship may result in unforeseen operating difficulties and expenditures, including ones that we may pursue but do not

conclude in an acquisition, investment, or business relationship.

We may encounter difficulties assimilating or integrating the businesses,

technologies, products, services, personnel, or operations of the acquired companies particularly if the key personnel of the acquired

companies choose not to work for us.

Acquisitions may also disrupt our business, divert our resources, and require significant management

attention that would otherwise be available for the development of our business.

Moreover, the anticipated benefits of any acquisition,

investment, or business relationship may not be realized or we may be exposed to unknown liabilities.

Our business strategy may include in part acquiring other complementary

technologies or businesses, or that provide us with downstream or upstream integration, or making minority investments in such businesses.

We may also develop relationships with other businesses to expand our operations and to create service networks to support our production

and delivery of battery-grade lithium.

An acquisition, investment, or business relationship may result in unforeseen operating difficulties

and expenditures, including those that we may pursue but do not conclude in an acquisition, investment, or business relationship.

encounter difficulties assimilating or integrating the potential businesses, technologies, products, services, personnel, or operations

of the acquired companies particularly if the key personnel of the acquired companies choose not to work for us.

Potential acquisitions

may also disrupt our business, divert our resources, and divert significant management attention that would otherwise be available for

the development of our business.

Moreover, the anticipated benefits of any potential acquisition, investment, or business relationship

may not be realized or we may be exposed to unknown liabilities.

these transactions can be time consuming, difficult, and expensive.

We may incur significant business development expenses, and management’s

attention may be diverted from the operation of our existing business, during the discussion and negotiation period.

Further, our ability

to close these transactions may often be subject to approvals that are beyond our control.

Consequently, these transactions, even if

undertaken and announced, may not close.

Even if we do successfully complete acquisitions or investments, we may not ultimately strengthen

our competitive position or achieve our goals, and any acquisitions we complete could be viewed negatively by our customers, securities

analysts, and investors.

We may incur significant business development expenses, and

management’s attention may be diverted from the operation of our existing business, during the discussion and negotiation

Further, our ability to close these transactions may often be subject to approvals that are beyond our control.

Consequently, these potential transactions, even if undertaken and announced, may not close.

Even if we do successfully complete

acquisitions or investments, we may not ultimately strengthen our competitive position or achieve our goals, and any acquisitions we

complete could be viewed negatively by our customers, securities analysts, and investors.

the extent we make only a minority equity interest in a company, we may lack affirmative control rights, which may diminish our ability

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We could incur losses

if the majority stakeholders or the management of the company takes risks or otherwise acts in a manner that does not serve our interests.

if the majority stakeholders or the management of the company take risks or otherwise act in a manner that does not serve our interests.

In addition, we could be subject to reputational harm if the company in which the investment is made makes business, financial or management

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We may be unable to hire suitable field personnel for our engineering and technical

team or there may be periods of time where a particular position remains vacant while a suitable replacement is identified and appointed.

team or there may be periods where a particular position remains vacant while a suitable replacement is identified and appointed.

We may not be successful in attracting and retaining the personnel required to grow and operate our business profitably.

success as a company producing battery-grade lithium and related products depends to a great extent on the capabilities of our partners

success as a company producing battery-grade lithium and related products depends to a significant extent on the capabilities of our partners

for lithium extraction from brine and our ability to secure capital for the implementation of brine processing plants.

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capabilities based on mineral rich brine and implementation of DLE technologies.

While having the potential to significantly increase

the supply of lithium from brine projects, the technology for DLE is an emerging technology.

A number of DLE technologies are emerging

and being tested at scale, with only a handful of projects already in commercial construction.

However, there remain challenges around

scalability and water consumption/brine reinjection.

We will need to continue to invest heavily to scale our manufacturing to ultimately

produce sufficient amounts of battery-grade lithium.

However, we cannot assure you that our future product research and development projects,

if any, and financing efforts will be successful or be completed within the anticipated time frame or budget.

There is no guarantee we

will achieve anticipated sales targets or if we will be profitable.

In addition, we cannot assure you that our existing or potential

competitors will not develop technologies which are similar or superior to our technologies, or that result in products that are more

competitively priced.

As it is often difficult to project the time frame for developing new technologies and the duration of the market

window for these technologies, there is a substantial risk that we may have to abandon a potential technology that is no longer commercially

viable, even after we have invested significant resources in the development of such technology and our facilities.

If we fail in our

technology development or product launching efforts, our business, prospects, financial condition and results of operations may be materially

and adversely affected.

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

development and adoption of new battery technologies that rely on inputs other than lithium compounds could significantly impact our

prospects and future revenues.

Current and next generation high energy density batteries for use in electric vehicles rely on lithium

compounds as a critical input.

Alternative materials and technologies are being researched with the goal of making batteries lighter,

more efficient, faster charging and less expensive, and some of these may be less reliant on lithium compounds.

We cannot predict which

new technologies may ultimately prove to be commercially viable or on what time horizon.

Commercialized battery technologies that use

no, or significantly less, lithium could have a material adverse impact on our prospects and future revenues.

prices are subject to unpredictable fluctuations.

While having the potential to significantly

increase the supply of lithium from brine projects, the technology for DLE is an emerging technology.

A number of DLE technologies

are emerging and being tested at scale, with only a handful of projects already in commercial construction.

However, there remain

challenges around scalability and water consumption/brine reinjection.

We will need to continue to invest heavily to scale our

manufacturing to produce sufficient amounts of battery-grade lithium.

However, we cannot assure you that our future product research

and development projects, if any, and financing efforts will be successful or be completed within the anticipated time frame or

There is no guarantee we will be able to achieve anticipated sales targets or if we will be profitable.

In addition, we

cannot assure you that our existing or potential competitors will not develop technologies which are similar or superior to our

technologies, or that result in products that are more competitively priced.

As it is often difficult to project the time frame for

developing new technologies and the duration of the market window for these technologies, there is a substantial risk that we may

have to abandon a potential technology that is no longer commercially viable, even after we have invested significant resources in

the development of such technology and our facilities.

If we fail in our technology development or product launching efforts, our

business, prospects, financial condition and results of operations may be materially and adversely affected.

in the demand for lithium products or the development of alternative battery technologies that do not utilize lithium inputs may adversely

affect the market for lithium.

development of our Facility is dependent upon the currently projected demand for and uses of lithium-based end products.

includes lithium-ion batteries for EVs, energy storage solutions and other large format batteries that currently have limited market

share and whose projected adoption rates are not assured.

To the extent that such markets do not develop in the manner contemplated

by us or demand for such end products declines or does not grow as expected, then the long-term growth in the market for lithium

products will be adversely affected, which would inhibit the potential for development of our Facility and would otherwise have a

negative effect on our business and financial condition.

For example, the past couple of years saw weaker than expected EV sales,

which potentially signals a decline in demand for one of the principal end products for lithium carbonate.

In addition, as a

commodity, lithium market demand is subject to the substitution effect in which end-users may adopt an alternate commodity as a

response to supply constraints or increases in market pricing.

To the extent that these factors arise in the market for lithium, it

could have a negative impact on overall prospects for growth of the lithium market and pricing, which in turn could have a negative

effect on us.

Further, although current batteries utilized in EV production rely on lithium compounds as a critical input,

alternative materials and technologies are being researched with the goal of making batteries lighter, more efficient, faster

charging and less expensive, and some of these technologies could be less reliant on lithium compounds.

We cannot predict which new

technologies may ultimately prove to be commercially viable and when, but any future battery technologies that use less or no

lithium could materially and adversely impact our business and future results of operations.

prices are subject to unpredictable fluctuations which may adversely affect the results of our operations and our ability to successfully

execute our business plan.

expect to derive revenues, if any, from the production and sale of battery-grade lithium.

The prices of lithium may fluctuate widely

and are affected by numerous factors beyond our control, including international, economic, and political trends, expectations of inflation,

currency exchange fluctuations, interest rates, global or regional consumptive patterns, speculative activities, increased production

due to new extraction developments and improved extraction and production methods and technological changes in the markets for the end

The world’s largest suppliers of lithium are Sociedad Quimica y Minera de Chile S.A (NYSE:

and are affected by numerous factors beyond our control, including international, macroeconomic, and geopolitical trends,

expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumptive patterns, speculative

activities, increased production due to new extraction developments and improved extraction and production methods and technological

changes in the markets for the end products.

The world’s largest suppliers of lithium are currently Sociedad Quimica y Minera

de Chile S.A (NYSE:

SQM), Albemarle Corporation (NYSE:

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and Tianqi Group.

Any attempt to suppress the price of lithium materials

by such suppliers, or an increase in production by any supplier in excess of any increased demand, would have negative consequences on

Stardust Power.

The price of lithium materials may also be reduced by the discovery of new lithium deposits, which could not only increase

the overall supply of lithium (causing downward pressure on its price) but could also draw new firms into the lithium refinery industry

which would compete with Stardust Power.

The effect of these factors on the prices of lithium and lithium byproducts, and therefore the

economic viability of any of our exploration properties, cannot accurately be predicted.

Further, if prices were to decline significantly,

it could have significant adverse effects on our ability to source raw material, and hence impact our production volumes.

Additionally,

this could also have adverse impact, both on our selling price for battery-grade lithium, as well as volumes sold, and could adversely

impact our revenue, gross margins and profitability.

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

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

which include lithium-ion batteries for electric vehicles and other large format batteries that currently have limited market share and

whose projected adoption rates are not assured.

To the extent that such markets do not develop in the manner contemplated by the Company,

then the long-term growth in the market for lithium products will be adversely affected, which would inhibit the potential for development

of the lithium refinery, its potential commercial viability and would otherwise have a negative effect on the business and financial

condition of the Company.

In addition, as a commodity, lithium market demand is subject to the substitution effect in which end-users

adopt an alternate commodity as a response to supply constraints or increases in market pricing.

To the extent that these factors arise

in the market for lithium, it could have a negative impact on overall prospects for growth of the lithium market and pricing, which in

turn could have a negative effect on the Company and its projects.

Any attempt to

suppress the price of lithium materials by such suppliers, or an increase in production by any supplier in excess of any increased

demand, would have negative consequences on Stardust Power.

The price of lithium materials may also be reduced by the discovery of

new lithium deposits, which could not only increase the overall supply of lithium (causing downward pressure on its price) but could

also draw new firms into the lithium refinery industry which would compete with Stardust Power.

In addition, there is limited information on the status of new lithium

production capacity expansion projects being developed by current and potential competitors and, as such, we may not be able to make accurate

projections regarding the capacities of possible new entrants into the market and the dates on which they could become operational The

effect of these factors on the prices of lithium and lithium byproducts, and therefore the economic viability of any of our exploration

properties, cannot accurately be predicted.

Further, if prices were to decline significantly, it could have significant adverse effects

on our ability to source raw material and hence impact our production volumes.

Additionally, this could also have adverse impact, both

on our potential selling price for battery-grade lithium, as well as potential volumes sold, and could adversely impact our potential

future revenue, gross margins and profitability.

future growth and success are dependent upon consumers’ demand for electric vehicles in an automotive industry that is generally

competitive, cyclical and volatile.

we continue to see increased interest and adoption of electric vehicles, if the market for electric vehicles in general does not develop

as we expect, or develops more slowly than we expect, our business, prospects, financial condition and operating results may be harmed.

For example, in January 2025, President Trump announced his intention to remove any favorable regulatory conditions for electric vehicles.

As a result, the future of any governmental incentives intended to help support the development of the electric vehicle market is uncertain

at this time.

If the market for

electric vehicles in general does not develop as we expect, or develops more slowly than we expect, our business, prospects, financial

condition and operating results may be harmed.

For example, on July 4, 2025, President Trump signed the One Big Beautiful Bill Act (the

“ OBBBA ”) into law.

The OBBBA eliminates federal EV tax credits for vehicles purchased or leased after September 30,

The EV tax credit played a significant role in encouraging consumer adoption of EVs, which in turn drove demand for lithium products.

As a result of the termination of the EV tax credit, we expect to see reduced consumer purchasing power and potential lower adoption

A decline in demand for EVs could negatively impact our future potential sales, revenue growth, and profitability.

The elimination

of the EV tax credit may also lead to increased competition as competitors adjust their pricing and product offerings faster than us.

addition, electric vehicles still constitute a small percentage of overall vehicle sales.

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could be negatively affected by numerous factors, such as:

● perceptions

about electric vehicle features, quality, safety, performance, sustainability and cost;

● perceptions

about the limited range over which electric vehicles may be driven on a single battery charge,

and access to charging facilities;

● competition,

including from other types of alternative fuel vehicles, plug-in hybrid electric vehicles

and high fuel-economy internal combustion engine vehicles;

about the limited range over which electric vehicles may be driven on a single battery charge, and access to charging facilities;

including from other types of alternative fuel vehicles, plug-in hybrid electric vehicles and high fuel-economy internal combustion

engine vehicles;

in the cost of oil, gasoline and energy;

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about our future viability.

of vehicles in the automotive industry tend to be cyclical in many markets, which may expose us to further volatility.

We also cannot

predict the duration or direction of current global trends or their sustained impact on consumer demand.

Ultimately, we continue to monitor

macroeconomic conditions to remain flexible and to optimize and evolve our business as appropriate and attempt to accurately project

demand and infrastructure requirements globally and deploy our production, workforce and other resources accordingly.

If we experience

unfavorable global market conditions, or if we cannot or do not maintain operations at a scope that is commensurate with such conditions

or are later required to or choose to suspend such operations again, our business, prospects, financial condition and operating results

may be materially adversely impacted.

Sales of vehicles in the automotive industry tend to be cyclical in many

markets, which may expose us to further volatility.

We also cannot predict the duration or direction of current global trends or their

sustained impact on consumer demand.

We expect to continue to monitor macroeconomic and geopolitical conditions to remain flexible

and to optimize and evolve our business strategy as appropriate and attempt to project demand and infrastructure requirements globally

and deploy our potential production capabilities, workforce and other resources accordingly.

If we experience unfavorable global market

conditions, or if we cannot or do not maintain operations at a scope that is commensurate with such conditions or are later required to

or choose to suspend such operations, our business, prospects, financial condition and operating results may be materially adversely impacted.

may be unable to successfully negotiate final, binding terms related to our current non-binding memoranda of understanding and letters

of intent for supply and offtake agreements, which could harm our commercial prospects.

time-to-time, we agree to preliminary terms regarding offtake and supply agreements.

We may be unable to negotiate final terms with these

or other companies in a timely manner, or at all, and there is no guarantee that the terms of any final agreement will be the same or

similar to those currently contemplated.

Final terms may include less favorable pricing structures or volume commitments, more expensive

delivery or purity requirements, reduced contract durations and other adverse changes.

Delays in negotiating final contracts could slow

our initial commercialization, and failure to agree to definitive terms for sales of sufficient volumes of lithium could prevent us from

growing our business.

To the extent that terms in our initial supply and distribution contracts may influence negotiations regarding

future contracts, the failure to negotiate favorable final terms related to our current preliminary agreements could have an especially

negative impact on our growth and profitability.

Further, our prospective counterparties may cancel or delay entering into definitive

agreements for a variety of reasons, some of which may be outside of our control.

Additionally, we have not demonstrated that we can

meet the production levels contemplated in our current non-binding supply agreements.

If the construction and readiness of the Facility

proceeds more slowly than we expect, or if we encounter difficulties in successfully completing the construction of the Facility, potential

customers, including those with whom we have current letters of intent, may be less willing to negotiate definitive supply agreements,

or demand terms less favorable to us, and our performance may suffer.

If we are unable to enter into such definitive agreements on a

timely basis, our growth, revenue and results of operations may be negatively impacted.

From time-to-time, we agree to preliminary terms regarding offtake and

supply agreements.

We may be unable to negotiate final terms with these or other companies in a timely manner, or at all, and there is

no guarantee that the terms of any final agreement will be the same or similar to those currently contemplated.

Final terms may include

less favorable pricing structures or volume commitments, more expensive delivery or purity requirements, reduced contract durations and

other adverse changes.

Delays in negotiating final contracts could slow our initial commercialization, and failure to agree to definitive

terms for sales of sufficient volumes of lithium could prevent us from growing our business.

To the extent that terms in our initial potential

supply and distribution contracts may influence negotiations regarding future contracts, the failure to negotiate favorable final terms

related to our current preliminary agreements could have an especially negative impact on our growth and profitability.

Further, our prospective

counterparties may cancel or delay entering into definitive agreements for a variety of reasons, some of which may be outside of our control.

Additionally, we have not demonstrated that we can meet the production levels contemplated in our current non-binding supply agreements.

If the construction and readiness of the Facility proceeds more slowly than we expect, or if we encounter difficulties in successfully

completing the construction of the Facility, potential customers, including those with whom we have current letters of intent, may be

less willing to negotiate definitive supply agreements, or demand terms less favorable to us, or even abandon such potential agreements,

causing our performance to suffer.

If we are unable to enter into such definitive agreements on a timely basis, or at all, our growth,

potential ability to generate revenue and results of operations may be negatively impacted.

For example, we

entered into a non-binding letter agreement with Sumitomo contemplating a long-term commercial offtake agreement described under the

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agreement consistent with the above-described letter agreement, or at all.

future business prospects could be adversely affected if we are unable to enter into definitive agreements relating to contemplated joint

ventures with Usha Resources and IGX and, if such agreements are in fact completed, there can be no assurance that such joint ventures

will ultimately be successful.

entered into non-binding letters of intent with each of Usha Resources and IGX to acquire majority interests in projects owned by

those parties described under the sections titled “ Business-Usha Resources Letter of Intent ” and

“ Business - IGX Letter of Intent ”.

The parties are engaged in negotiations regarding key commercial points of the

The letters of intent provide frameworks for the potential investments;

however, many of the key terms of the ventures,

including economic and investment terms, have not been agreed to in principle.

It is possible that the parties will not be able to

agree to enter into definitive agreements consistent with the letters of intent, or at all.

if we are able to reach final terms and enter into binding documentation, we do not know how much financing these projects will require,

or whether such financing will be available on acceptable terms, or at all.

There can be no assurance that the ventures will be able

to complete the development of their respective projects and be commercialized.

These factors could harm our business, results of operations

and financial results.

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

and its derivatives are preferred raw materials for certain industrial applications, such as rechargeable batteries.

For example, current

and future high energy density batteries for use in electric vehicles rely on lithium compounds as a critical input.

The pace of advancements

in current battery technologies, development and adoption of new battery technologies that rely on inputs other than lithium compounds,

or a delay in the development and adoption of future high nickel battery technologies that utilize lithium could significantly impact

our prospects and future revenues.

Many materials and technologies are being researched and developed with the goal of making batteries

lighter, more efficient, faster charging, and less expensive, some of which could be less reliant on lithium or other lithium compounds.

Some of these technologies, such as commercialized battery technologies that use no, or significantly less, lithium compounds, could

be successful and could adversely affect demand for lithium batteries in personal electronics, electric and hybrid vehicles, and other

applications.

We cannot predict which new technologies may ultimately prove to be commercially viable and on what time horizon.

alternatives to industrial applications dependent on lithium compounds may become more economically attractive as global commodity prices

Any of these events could adversely affect demand for and market prices of lithium, thereby resulting in a material adverse impact

on the economic feasibility of extracting any mineralization we discover and reducing or eliminating any reserves we identify.

current and future high energy density batteries for use in electric vehicles rely on lithium compounds as a critical input.

pace of advancements in current battery technologies, development and adoption of new battery technologies that rely on inputs other

than lithium compounds, or a delay in the development and adoption of future high nickel battery technologies that utilize lithium

could significantly impact our prospects and potential ability to generate future revenues.

Many materials and technologies are

being researched and developed with the goal of making batteries lighter, more efficient, faster charging, and less expensive, some

of which could be less reliant on lithium or other lithium compounds.

Some of these technologies, such as commercialized battery

technologies that use no, or significantly less, lithium compounds, could be successful and could adversely affect demand for

lithium batteries in personal electronics, electric and hybrid vehicles, and other applications.

We cannot predict which new

technologies may ultimately prove to be commercially viable and on what time horizon.

In addition, alternatives to industrial

applications dependent on lithium compounds may become more economically attractive as global commodity prices shift.

events could adversely affect demand for and market prices of lithium, thereby resulting in a material adverse impact on the

economic feasibility of extracting any mineralization we discover and reducing or eliminating any reserves we identify.

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

or cyberattack.

business is dependent on proprietary technologies, processes and information that we have acquired, and expected to acquire, from our

partners, much of which is, or will be, stored on our computer systems.

We may in the future enter into agreements with third parties

for hardware, software, telecommunications and other IT services in connection with our operations.

Our operations depend, in

part, on how well we and our vendors protect networks, equipment, IT systems and software against damage from a number of threats, including,

but not limited to, cable cuts, damage to physical plants, natural disasters, intentional damage and destruction, fire, power loss, hacking,

computer viruses, vandalism, theft, malware, ransomware and phishing or other cyberattacks.

Any of these and other events could result

in IT system failures, delays, loss of data or information, liability to our partners or other third parties, a material disruption of

our business or increases in capital expenses.

Our operations also depend on the timely maintenance, upgrade and replacement of networks,

equipment and IT systems and software, as well as preemptive expenses to mitigate the risks of vulnerabilities or failures.

the importance of such IT systems and networks and systems may increase if our employees work remotely, which may introduce more risks

to our information technology systems and networks as such employees use network connections, computers, or devices that are outside

our premises or networks.

Additionally, if one of our service providers were to fail and we were unable to find a suitable replacement

in a timely manner, we may be unable to properly administer our outsourced functions.

If we cannot continue to retain these services

provided by our vendors on acceptable terms, our access to necessary IT systems or services could be interrupted.

Any security breach,

interruption or failure of our IT systems, or those of our third party vendors, could impair our ability to operate our business, reduce

our quality of services, increase costs, prompt litigation and other consumer claims, subject us to government enforcement actions (including

investigations, fines, penalties, audits, or inspections), and damage our reputation, any of which could substantially harm our business,

financial condition or the results of our operations.

cyber threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our

protective measures or to investigate and remediate any information security vulnerabilities.

While we have implemented security resources

to protect our data security and IT systems, such measures may not prevent such events, especially because the cyberattack techniques

business is dependent on proprietary technologies, processes and information that we have acquired, and expected to acquire, from

our partners, much of which is, or will be, stored on our computer systems.

We may in the future enter into agreements with third

parties for hardware, software, telecommunications and other IT services in connection with our operations.

Our operations

depend, in part, on how well we and our vendors protect networks, equipment, IT systems and software against unauthorized access or

damage from a number of threats, including, but not limited to, cable cuts, damage to physical plants, natural disasters,

intentional damage and destruction, fire, power loss, hacking, computer viruses, vandalism, theft, employee or supplier negligence,

malware, ransomware and phishing or other cyberattacks.

Any of these and other events could result in IT system failures, delays,

loss of data or information, liability to our partners or other third parties, a material disruption of our business or increases in

capital expenses.

Our operations also depend on the timely maintenance, upgrade and replacement of networks, equipment and IT

systems and software, as well as pre-emptive expenses to mitigate the risks of vulnerabilities or failures.

the importance of such IT systems and networks and systems may increase if our employees work remotely, which may introduce more

risks to our information technology systems and networks as such employees’ use of network connections, computers, or devices

that are outside our premises or networks.

Additionally, if one of our service providers were to fail and we were unable to find a

suitable replacement in a timely manner, we may be unable to properly administer our outsourced functions.

If we cannot continue to

retain these services provided by our vendors on acceptable terms, or at all, our access to necessary IT systems or services could

be interrupted.

Any security breach, interruption or failure of our IT systems, or those of our third party vendors, could impair

our ability to operate our business, reduce our quality of services, increase costs, prompt litigation and other consumer claims,

subject us to government enforcement actions (including investigations, fines, penalties, audits, or inspections), and damage our

reputation, any of which could substantially harm our business, financial condition or the results of our operations.

As malicious cyberattacks and other security threats continue to evolve

and become increasingly sophisticated, including through the use or exploitation of AI technologies by threat actors to accelerate, scale

or personalize cyberattacks, we may be required to expend significant additional resources to continue to modify or enhance our protective

measures or to investigate and remediate any information security vulnerabilities.

While we have implemented various security measures

designed to protect our data security and IT systems, such measures may not prevent such events, especially because the cyberattack techniques

used change frequently and are often not recognized until launched, and because the full scope of a cyberattack may not be realized until

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and such measures may not be deployed in a timely manner or be effective against an attack.

The inability to implement, maintain and

upgrade adequate safeguards could have a material and adverse impact on our business, financial condition and results of operations.

Significant disruption to our IT systems, or those of our vendors, or breaches of data security could also have a material adverse impact

on our business, financial condition and results of operations.

The inability to implement, maintain and upgrade

adequate safeguards could have a material and adverse impact on our business, financial condition and results of operations.

disruption to our IT systems, or those of our vendors, or breaches of data security could also have a material adverse impact on our business,

financial condition and results of operations.

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

employees and Facility will be subject to the hazards associated with producing battery-grade lithium.

Operating hazards can cause personal

injury and loss of life, damage to, or destruction of, property, plant and equipment and the environment.

We expect to maintain insurance

coverage in amounts against the risks that we believe are consistent with industry practice and maintain a safety program.

could sustain losses for uninsurable or uninsured risks, or in amounts in excess of existing insurance coverage.

Events that result in

significant personal injury or damage to our property or to property owned by third parties or other losses that are not fully covered

by insurance could have a material adverse impact on our results of operations and financial position.

Our employees and Facility will be subject to the hazards associated with

producing battery-grade lithium.

Operating hazards can cause personal injury and loss of life, damage to, or destruction of, property,

plant and equipment and the environment.

We expect to maintain insurance coverage in the amounts and to the extent available on commercially

reasonable terms against the risks that we believe are consistent with industry practice and maintenance of an adequate safety program.

However, we could sustain losses for uninsurable or uninsured risks, or in amounts in excess of existing insurance coverage.

result in significant personal injury or damage to our property or to property owned by third parties or other losses that are not fully

covered by insurance could have a material adverse impact on our results of operations and financial position.

liabilities are difficult to assess and quantify due to unknown factors, including the severity of an injury, the determination of our

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covered by insurance could materially adversely affect our business, results of operations, cash flows and financial position.

may be subject to claims that our employees, consultants or independent contractors have wrongfully used or disclosed confidential information

or alleged trade secrets of third parties or competitors or are in breach of noncompetition or non-solicitation agreements with our competitors

or their former employers.

may employ or otherwise engage personnel who were previously or are concurrently employed or engaged at research institutions or other

clean technology companies, or consult various companies, including ones that could be construed as our competitors or potential competitors.

Even though we have processes in place to prevent misappropriate of trade secrets or confidential information, we may be subject to claims

that these personnel, or we, have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of their

former or concurrent employers or clients they provide consultancy services to, which are rightfully owned by their former or concurrent

employer, or their clients, as the case may be.

Litigation may be necessary to defend against these claims.

Even if we are successful

in defending against these claims, litigation could adversely affect our operations, result in substantial costs and be a distraction

to management.

may be filed against us and an adverse ruling in any such lawsuit may adversely affect our business, financial condition, or liquidity

or the market price of our Common Stock.

may become involved in, named as a party to, or be the subject of, various legal proceedings, including regulatory proceedings, tax proceedings,

Lawsuits have in the past and may in the future, be filed against us and

an adverse ruling in any such lawsuit may adversely affect our business, financial condition, or liquidity or the market price of our

Common Stock.

We are currently, and may in the future become involved in, named as a

party to, or be the subject of, various legal proceedings, including regulatory proceedings, tax proceedings, stockholder proceedings,

and legal actions relating to personal injuries, property damage, property taxes, land rights, the environment, and contract disputes.

outcome of future legal proceedings cannot be predicted with certainty and may be determined adversely to us and as a result, could have

a material adverse impact on our assets, liabilities, business, financial condition, or results of operations.

Even if we prevail in

any such legal proceeding, the proceedings could be costly, time-consuming, and may divert the attention of management and key personnel

from our business operations, which could adversely affect our financial condition.

escalation of the current war in Ukraine, generalized conflict in Europe and the Middle East, or the emergence of conflict elsewhere,

may adversely affect our business.

escalation of the current war in Ukraine, generalized conflict in Europe and the Middle East, or the emergence of conflict elsewhere

may adversely affect our business if the U.S.

capital markets become risk averse for a prolonged period of time, and/or there is a general

slowdown in the global economy.

Potential tariffs or a global trade war could

increase the cost of products we rely upon, which could adversely impact the competitiveness of our business and our financial results.

administration or

other countries impose additional tariffs, or raise the levels of existing tariffs, or trade restrictions are implemented by the United

States or other countries, the cost of products manufactured in the United States and imported into other countries could increase, which

in turn could adversely affect the demand for these products and have a material adverse effect on our business and results of operations.

The outcome of our current and future legal proceedings cannot be predicted

with certainty and may be determined adversely to us and as a result, could have a material adverse impact on our assets, liabilities,

business, financial condition, or results of operations.

Even if we prevail in any such legal proceeding, the proceedings could be costly,

time-consuming, and may adversely impact our reputation and divert the attention of management and key personnel from our business operations,

which could adversely affect our financial condition.

escalation of the current war in Ukraine, conflict in the Middle East, or the emergence of conflict elsewhere, may adversely affect our

An escalation of the current war in Ukraine, conflict in the Middle East,

or the emergence of conflict elsewhere may adversely affect our business, including but not limited to, if the U.S.

capital markets become

risk averse for a prolonged period of time, it causes supply chain or demand disruptions, and/or there is a general slowdown in the global

market and macroeconomic conditions, including tariffs or trade policy, may have serious adverse consequences on our business, financial

condition and stock price.

has been widely reported, we are currently operating in a period of macroeconomic uncertainty and capital markets disruption, which has

been significantly impacted by domestic and global monetary and fiscal policy, trade regulations, including changes in trade policies,

tariffs or other trade restrictions or the threat of such actions, geopolitical instability, including ongoing military conflicts between

Russia and Ukraine and in the Middle East, rising tensions between China and Taiwan, and high interest rates.

In particular, the conflict

in Ukraine has exacerbated market disruptions, including significant volatility in commodity prices, as well as supply chain interruptions,

and has contributed to inflation globally.

Federal Reserve and other central banks may be unable to contain inflation through

more restrictive monetary policy and inflation may increase or continue for a prolonged period of time.

Inflationary factors, such as

increases in interest rates, overhead costs and transportation costs may adversely affect our operating results.

In addition, there is

significant uncertainty in general regarding the duration of existing tariffs, tariff levels, implementation of announced tariffs, litigation

challenging tariffs and whether additional tariffs or retaliatory actions may be imposed, modified or suspended.

Although we do not believe

that the macroeconomic factors discussed above have had a material impact on our financial position or results of operations to date,

our financial position or results of operations may be adversely affected in the future due to these factors, and such factors may lead

to increased costs and delays.

In addition, global credit and financial markets have experienced extreme volatility and disruption in

the past several years and the foregoing factors have led to and may continue to cause diminished liquidity and credit availability,

declines in consumer confidence, declines in economic growth, uncertainty about economic stability and continued inflation.

can be no assurance that further deterioration in credit and financial markets and confidence in economic conditions will not occur.

A future recession or market correction or other significant geopolitical events could materially affect our business and the value of

our common stock.

Our general business strategy may be adversely affected by any such economic downturn, volatile business environment

or continued unpredictable and unstable market conditions.

If the current equity and credit markets deteriorate, or do not improve, it

may make any necessary debt or equity financing more difficult, more costly, and more dilutive.

Failure to secure any necessary financing

in a timely manner and on favorable terms could have a material adverse effect on our growth strategy, financial performance and stock

price and could require us to delay or abandon clinical development plans.

In addition, there is a risk that one or more of our current

partners may not survive these difficult economic times, which could directly affect our ability to attain our operating goals.

maintain our cash at financial institutions, often in balances that exceed federally insured limits.

The failure of financial institutions

could adversely affect our ability to pay our operational expenses or make other payments.

cash held in non-interest-bearing and interest-bearing accounts generally exceeds the Federal Deposit Insurance Corporation (the “ FDIC ”)

insurance limits.

If such banking institutions were to fail, we could lose all or a portion of those amounts held in excess of such insurance

For example, the FDIC took control of Silicon Valley Bank in March 2023.

The Federal Reserve subsequently announced that

account holders would be made whole.

However, the FDIC may not make all account holders whole in the event of future bank failures.

addition, even if account holders are ultimately made whole with respect to a future bank failure, account holders’ access to their

accounts and assets held in their accounts may be substantially delayed.

Any material loss that we may experience in the future or inability

for a material time period to access our cash and cash equivalents could have an adverse effect on our ability to pay our operational

expenses or make other payments, which could adversely affect our business.

Related to Intellectual Property

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

may now or in the future rely upon unpatented trade secrets and know-how, whether belonging to us or our partners, to develop and maintain

a competitive position.

While we seek to protect such proprietary information, in part, through confidentiality and invention assignment

agreements with our employees, collaborators, contractors, advisors, consultants and other third parties, we cannot guarantee that we

have entered or will enter into such agreements with each party that has or may have had access to our trade secrets or proprietary information,

or that these agreements will not be breached.

We may not be able to obtain adequate remedies for such breaches.

Enforcing a claim that

a party illegally disclosed or misappropriated a trade secret is difficult, expensive, and time-consuming, and the outcome is unpredictable.

In addition, some courts inside and outside the U.S.

are less willing or unwilling to protect trade secrets.

If any of our trade secrets

were to be lawfully obtained or independently developed by a competitor or other third party, we would have no right to prevent them

from using that technology or information to compete with us.

If any of our trade secrets, now or in the future, were to be disclosed

to, or independently developed by, a competitor or other third party, our competitive position could be materially and adversely harmed.

do and may in the future rely upon unpatented trade secrets and know-how, whether belonging to us or our partners, to develop and

maintain a competitive position.

While we seek to protect such proprietary information, in part, through confidentiality and

invention assignment agreements with our employees, collaborators, contractors, advisors, consultants and other third parties, we

cannot guarantee that we have entered or will enter into such agreements with each party that has or may have had access to our

trade secrets or proprietary information, or that these agreements will not be breached.

We may not be able to obtain adequate

remedies for such breaches.

Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult,

expensive, and time-consuming, and the outcome is unpredictable.

In addition, some courts inside and outside the United States are less

willing or unwilling to protect trade secrets.

If any of our trade secrets were to be lawfully obtained or independently developed

by a competitor or other third party, we would have no right to prevent them from using that technology or information to compete

If any of our trade secrets, now or in the future, were to be disclosed to, or independently developed by, a competitor or

other third party, our competitive position could be materially and adversely harmed.

also seek to preserve the integrity and confidentiality of our data and trade secrets by maintaining physical security of our premises

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royalty or similar payments to our partner for our use of such intellectual property.

may be subject to claims that our employees, consultants or independent contractors have wrongfully used or disclosed confidential information

or alleged trade secrets of third parties or competitors or are in breach of noncompetition or non-solicitation agreements with our competitors

or their former employers.

may employ or otherwise engage personnel who were previously or are concurrently employed or engaged at research institutions or other

clean technology companies, or consult various companies, including ones that could be construed as our competitors or potential competitors.

Even though we have processes in place designed to prevent misappropriation of trade secrets or confidential information, we may be subject

to claims that these personnel, or we, have inadvertently or otherwise used or disclosed trade secrets or other proprietary information

of their former or concurrent employers or clients they provide consultancy services to, which are rightfully owned by their former or

concurrent employer, or their clients, as the case may be.

Litigation may be necessary to defend against these claims.

Even if we are

successful in defending against these claims, litigation could adversely affect our reputation, operations, result in substantial costs

and be a distraction to management.

may be subject to claims challenging the inventorship or ownership of our future intellectual property, particularly those that may be

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Related to Legal, Regulatory, Accounting and Tax Matters

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

The evolving landscape related to sustainability matters could adversely impact our business, reputation, and operating results.

recent years, companies across all industries are facing increasing scrutiny from a variety of stakeholders, including investors, customers,

employees, regulators, ratings agencies and lenders, related to their sustainability practices.

If we do not adapt to or comply with

stakeholder expectations and standards on sustainability matters as they continue to evolve, or if we are perceived to have not responded

appropriately or quickly enough to growing concern for sustainability issues, regardless of whether there is a regulatory or legal requirement

to do so, we may suffer from reputational damage and our business, financial condition and/or stock price could be materially and adversely

employees, partners, regulators, enforcement authorities, ratings agencies and lenders, related to their sustainability practices.

proliferation of regulations and guidance addressing climate, human capital and other topics at the regional, state and national levels

may require significant effort and resources, and our practices, processes and controls may not ensure compliance with evolving standards.

Further, various regulations or guidance may conflict with each other, making universal compliance challenging.

practices may not satisfy, appropriately respond to the concerns of or be supported by all investors, customers, partners, regulators,

enforcement authorities or other stakeholders, whose expectations and requirements are evolving, varied, and oftentimes conflicting.

Any violation of, non-compliance with or failure to meet such expectations or requirements, or negative publicity related to our practices

may expose us to increased scrutiny or to regulatory or enforcement actions or litigation, could cause us to incur increased costs to

address or defend against such actions, and could also cause reputational damage and harm our business, financial condition and/or stock

Additionally, our customers may be driven to purchase our products due to their own sustainability commitments, which may entail

holding their suppliers - including us - to sustainability standards that go beyond compliance with laws and regulations and our ability

to comply with such standards.

Failure to maintain operations that align with such “beyond compliance” standards may cause

potential customers to not do business with us or otherwise hurt demand for our products.

These and other sustainability concerns could

subject us to reputational damage and adversely affect our business, prospects, financial condition and operating results.

holding their suppliers - including us - to sustainability standards that go beyond compliance with laws and regulations and we may not

be able to comply with such standards.

Failure to maintain operations that align with such “beyond compliance” standards

may cause potential customers to not do business with us or otherwise hurt demand for our potential products.

various regulators have adopted, or are considering adopting, regulations on environmental marketing claims or the prevention of greenwashing

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Our operating costs could be significantly increased in order to comply

with new or more stringent regulatory standards in the jurisdictions in which we operate.

business is governed by, and will be governed by various foreign, federal, state and local environmental protection and health and safety

laws and regulations, including, without limitation, the federal Safe Drinking Water Act, the Clean Water Act, the Clean Air Act, the

Resource Conservation and Recovery Act, the Occupational Safety and Health Act (“ OSHA ”), the National Environmental

Policy Act, the Endangered Species Act, the Comprehensive Environmental Response, Compensation and Liability Act and similar foreign,

federal, state and local laws and regulations and permits issued under these laws by foreign, federal, state and local environmental

and health and safety regulatory agencies.

These laws and regulations establish, among other things, criteria and standards for drinking

water, for protection of the environment and the release, remediation, of hazardous substances and public health and safety.

to these laws, we may be required to obtain various permits and approvals from certain federal, state and local regulatory agencies for

our operations.

If we violate or fail to comply with these laws, regulations or permits, we could be subject to administrative or civil

fines or penalties or other sanctions by regulators and to lawsuits, civil or criminal, seeking enforcement, injunctive relief and/or

other damages.

If we fail to comply with applicable laws, regulations or permits, our permits or approvals may be terminated or not renewed

and/or we could be held liable for damages, injunctive relief and/or monetary fines or penalties.

Moreover, governmental authorities

and private parties may bring lawsuits based upon damage to property or injury to persons resulting from the environmental, health, and

safety impacts of prior and current operations.

These lawsuits could lead to the imposition of substantial fines, remediation costs,

penalties and other civil and criminal sanctions, as well as reputational harm, including damage to our relationships with customers,

suppliers, investors, governments or other stakeholders.

Such laws, regulations, enforcement or private claims may have a material adverse

impact on our financial condition, results of operations or cash flows.

with new or more stringent regulatory standards in the jurisdictions in which we currently operate or plan to operate.

business is governed by, and will be governed by various foreign, federal, state and local environmental protection and health and

safety laws and regulations, including, without limitation, the federal Safe Drinking Water Act, the Clean Water Act, the Clean Air

Act, the Resource Conservation and Recovery Act, the Occupational Safety and Health Act (“ OSHA ”), the National

Environmental Policy Act, the Endangered Species Act, the Comprehensive Environmental Response, Compensation and Liability Act and

similar foreign, federal, state and local laws and regulations and permits issued under these laws by foreign, federal, state and

local environmental and health and safety regulatory agencies.

These laws and regulations establish, among other things, criteria

and standards for drinking water, for protection of the environment and the release, remediation, of hazardous substances and public

health and safety.

Pursuant to these laws, we may be required to obtain various permits and approvals from certain federal, state

and local regulatory agencies for our operations.

In addition, if we violate or fail to comply with these laws, regulations or

permits, we could be subject to administrative or civil fines or penalties or other sanctions by regulators and to lawsuits, civil

or criminal, seeking enforcement, injunctive relief and/or other damages.

If we fail to comply with applicable laws, regulations or

permits, our permits or approvals may be terminated or not renewed and/or we could be held liable for damages, injunctive relief

and/or monetary fines or penalties.

Moreover, governmental authorities and private parties may bring lawsuits based upon damage to

property or injury to persons resulting from the environmental, health, and safety impacts of prior and current operations.

lawsuits could lead to the imposition of substantial fines, remediation costs, penalties and other civil and criminal sanctions, as

well as reputational harm, including damage to our relationships with customers, suppliers, investors, governments or other

stakeholders.

Such laws, regulations, enforcement or private claims may have a material adverse impact on our financial condition,

results of operations or cash flows.

Additionally,

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operator of real estate to investigate and remediate hazardous or toxic substances or petroleum product releases at or from the property.

For example, under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) and state equivalents, certain

broad categories of persons, including an owner or operator of a property, may become liable for the costs of investigation and remediation,

impacts to human health and for damages to natural resources.

These laws impose strict and joint and several liability without regard

to fault or degree of contribution or whether the owner or operator knew of, or was responsible for, the release of such hazardous substances

or whether the conduct giving rise to the release was legal at the time it occurred.

We also may be subject to related claims by private

parties, including employees, contractors or the general public, alleging property damage and personal injury due to exposure to hazardous

or other materials at or from those properties.

We may incur substantial costs or other damages associated with these obligations, which

could adversely impact our business, financial condition and results of operations.

For example, under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“ CERCLA ”) and

state equivalents, certain broad categories of persons, including an owner or operator of a property, may become liable for the costs

of investigation and remediation, impacts to human health and for damages to natural resources.

These laws impose strict and joint and

several liability without regard to fault or degree of contribution or whether the owner or operator knew of, or was responsible for,

the release of such hazardous substances or whether the conduct giving rise to the release was legal at the time it occurred.

may be subject to related claims by private parties, including employees, contractors or the general public, alleging property damage

and personal injury due to exposure to hazardous or other materials at or from those properties.

We may incur substantial costs or other

damages associated with these obligations, which could adversely impact our business, financial condition and results of operations.

Environmental

laws and regulations are complex and may change from time to time, as may related interpretations and guidance.

These laws and regulation,

These laws and regulations,

and the enforcement thereof, have tended to become more stringent over time.

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operations may be issued, in connection with any failure to comply with these laws and regulations.

change legislation, regulation and policies may result in increased operating costs and otherwise affect our business, our industry

and the global economy.

change legislation, regulations and policies may result in increased operating costs and otherwise affect our business, our industry and

the global economy.

change will potentially have wide ranging impacts, including potential impacts to our operations.

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for actions towards achieving, at a global scale, a tripling of renewable energy capacity and doubling energy efficiency improvements

by 2030, as well as accelerating efforts towards the phase-down of unabated coal power and, phase out inefficient fossil fuel subsidies,

by 2030, as well as accelerating efforts towards the phase-down of unabated coal power and, phase out of inefficient fossil fuel subsidies,

among other measures.

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Paris Agreement and many of these initiatives are expected to continue.

These, and other proposed regulations could increase our current

and future production costs and the costs of our customers, which could decrease demand for our products.

laws and regulations and global and domestic policy developments have the potential to disrupt our business, the business of our suppliers

and/or customers, or otherwise adversely impact our business’ financial condition.

While we believe that many of these policies

will be favorable for our lithium operations, there is no guarantee that such potential changes in laws, regulations, or policies will

be favorable to our Company, to existing or future customers, or to large-scale economic, environmental, or geopolitical conditions.

These, and other proposed regulations could increase our production

costs and the costs of our customers, which could decrease demand for our products.

laws and regulations and global and domestic policy developments have the potential to disrupt our business, the business of our

suppliers and/or customers, or otherwise adversely impact our business’ financial condition.

While we believe that many of

these policies will be favorable for our planned sustainability-focused lithium operations, there is no guarantee that such

potential changes in laws, regulations, or policies will be favorable to our Company, to existing or future customers, or to

large-scale economic, environmental, or geopolitical conditions.

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

change may potentially have wide-ranging physical impacts, including significant weather conditions, such as increased

severity and frequency of droughts, storms, floods, wildfires and other climatic events.

If such significant weather conditions were to occur, they

could disrupt or delay our operations, damage our facilities, adversely affect or delay demand for our products or cause us to incur

significant costs in preparing for, or responding to, the effects of climatic events themselves, which may not be fully insured.

the physical effects of climate change may generally result in increased prices for and reduced availability of relevant insurance coverage

on the market.

Any one of these factors has the potential to have a material adverse impact on our business, financial condition, results

of operations, and cash flow.

change may potentially have wide-ranging physical impacts, including significant weather conditions, such as increased severity and frequency

of droughts, storms, floods, wildfires and other climatic events.

If such significant weather conditions were to occur, they could disrupt

or delay our operations, damage our facilities, adversely affect or delay demand for our products or cause us to incur significant costs

in preparing for, or responding to, the effects of climatic events themselves, which may not be fully insured.

In addition, the physical

effects of climate change may generally result in increased prices for and reduced availability of relevant insurance coverage on the

Any one of these factors has the potential to have a material adverse impact on our business, financial condition, results of

operations, and cash flow.

reduction or elimination of government subsidies and economic incentives for alternative energy technologies, or the failure to renew

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growth of alternative energy technologies is affected by the availability and size of government and economic incentives.

these government incentives expire, phase out over time, may exhaust the allocated funding, or require renewal by the applicable

these government incentives expire, phase out over time, exhaust their allocated funding, or require renewal by the applicable

In addition, these incentive programs could be reduced or discontinued for other reasons.

The IRA contains a number of

tax incentive provisions, some of which we intend to utilize.

This legislation was adopted in August 2022, and forthcoming

interagency guidance processes are still ongoing.

We, and our customers and suppliers, have not yet seen the impact these

IRA-related incentives may have on our business and operations and cannot guarantee that we will realize anticipated benefits of

incentives under the IR Act.

Furthermore, changes or amendments to clean energy tax credits might be more favorable to other

technologies.

In addition, the IR Act, the IRA and other recent legislation make available certain grants and other funding

opportunities for alternative energy projects, some of which we intend to apply for and, if awarded, utilize.

Additionally, in

January 2025, President Trump issued an executive order directing an immediate pause on the disbursement of funds appropriated

through the BIL, IR Act and the IRA, and announced efforts to remove government incentives for electric vehicles.

This pause on

disbursement is subject to ongoing legal challenges.

The IR Act and the IRA may also be subject to efforts to amend or repeal,

including through Congressional budget reconciliation.

Any reduction, elimination, or discriminatory application of expiration of

the government subsidies and economic incentives, or the failure to renew tax credit programs, governmental subsidies, or economic

incentives, may result in the diminished economic competitiveness of our products to our customers or the availability of supply,

and could materially and adversely affect the growth of alternative energy technologies, including our products, as well as our

future operating results and liquidity.

tax incentive provisions, some of which we may utilize.

However, in January 2025, President Trump issued an executive order

directing an immediate pause on the disbursement of funds appropriated through the BIL, IRA, and announced efforts to remove

government incentives for electric vehicles.

This pause on disbursement is subject to ongoing legal challenges.

The IRA may also be

subject to efforts to amend or repeal, including through Congressional budget reconciliation.

Any reduction, elimination, or

discriminatory application of expiration of the government subsidies and economic incentives, or the failure to renew tax credit

programs, governmental subsidies, or economic incentives, may result in the diminished economic competitiveness of our potential

future products to our customers or the availability of supply, and could materially and adversely affect the growth of alternative

energy technologies, including our potential future products, as well as our future operating results and liquidity.

and future changes to, federal, state and local regulations and policies, including permitting requirements applicable to us, and enactment

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federal and state governmental regulations and policies.

Our ability to generate

revenue from sales of environmental attributes depends on our strict compliance with such federal and state programs, which are complex

and can involve a significant degree of judgment.

If the agencies that administer and enforce these programs disagree with our judgments,

otherwise determine that we are not in compliance, conduct reviews of our activities or make changes to the programs, then our ability

to generate or sell these credits could be temporarily restricted pending completion of reviews or as a penalty, permanently limited,

or lost entirely, and we could also be subject to fines or other sanctions.

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

Chief Financial Officer is responsible for assessing, identifying and managing cyber security risks.

He is supported by outside

consulting services.

The Chief Financial Officer, along with the third-party consultants, are informed of, and monitor,

cybersecurity incidents.

Employees of our Company receive training to minimize cybersecurity risks and attest to their understanding

in the Code of Conduct which includes cybersecurity.

The protocols are reviewed annually.

Additional measures are taken, such as the

use of two-factor authentication on our Company’s systems, and employed to further reduce threats.

Despite the measures we

take to assess, identify and manage cyber security risks, there can be no assurance that the various procedures and controls we use

to mitigate these risks will be sufficient to prevent disruptions to our IT systems.

identified material weaknesses in our internal control over financial reporting in prior year.

If we experience additional material weaknesses

or other deficiencies in the future or otherwise fail to maintain an effective system of internal control over financial reporting, we

may not be able to accurately or timely report our financial results, which could result in loss of investor confidence and adversely

impact our stock price.

are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002, (as amended, the “ Sarbanes-Oxley

Act ”), the Dodd-Frank Act and other applicable securities rules and regulations.

In particular, we are subject to reporting

obligations under Section 404 of the Sarbanes-Oxley Act that require us to include a management report on our internal control over financial

reporting in our annual report, which contains management’s assessment of the effectiveness of our internal control over financial

Internal controls must be evaluated continuously and be properly designed and executed by a sufficient level of properly trained

staff to maintain adequate internal control over financial reporting.

During the period from March 16, 2023 (inception) to December 31,

2023, management identified material weaknesses in the implementation of the COSO 13 Framework (which establishes an effective control

environments), lack of segregation of duties and management oversight, and control surrounding maintenance of adequate repository of

contracts, appropriate classifications of expenses and complex financial instruments.

implemented certain controls in fiscal year 2024 to the remediate the material weakness.

Management believes that the new procedures

and controls provide an appropriate remediation of the material weaknesses that have been identified and these will strengthen the

Company’s internal controls over financial reporting.

In the opinion of management, the revised control processes have been

operating for a sufficient period of time and independently validated by management.

We expect these systems and controls to involve

significant expenditures and to may become more complex as our business grows.

To effectively manage this complexity, we will need

to continue to improve our operational, financial, and management controls, and our reporting systems and procedures.

Our inability

to successfully remediate any future material weaknesses or other deficiencies in our internal control over financial reporting or

any failure to implement required new or improved controls, or difficulties encountered in the implementation or operation of these

controls, could harm our operating results and cause us to fail to meet our financial reporting obligations or result in material

misstatements in our consolidated financial statements, which could limit our liquidity

and access to capital markets, adversely affect our business and investor confidence in our consolidated financial statements, and adversely

impact our stock price.

Our ability to

generate revenue from sales of environmental attributes in the future depends on our strict compliance with such federal and state

programs, which are complex and can involve a significant degree of judgment.

If the agencies that administer and enforce these

programs disagree with our judgments, otherwise determine that we are not in compliance, conduct reviews of our activities or make

changes to the programs, then our ability to generate or sell these credits could be temporarily restricted pending completion of

reviews or as a penalty, permanently limited, or lost entirely, and we could also be subject to fines or other sanctions.

If we fail to maintain proper and effective

internal controls over financial reporting our ability to produce accurate and timely financial statements could be impaired.

We are subject to the requirements

of the Exchange Act, Sarbanes-Oxley Act , the Dodd-Frank Act and other applicable securities rules and regulations.

In particular,

we are subject to reporting obligations under Section 404 of the Sarbanes-Oxley Act that require us to include a management report on

the effectiveness of our internal control over financial reporting in our Annual Report.

To comply with the requirements of being a reporting

company under the Exchange Act, we have implemented and will continue to implement additional financial and management controls, reporting

systems, and procedures.

Internal controls over financial reporting must be evaluated routinely and be properly designed and executed

by a sufficient level of properly trained staff to maintain adequate internal control over financial reporting.

In the opinion of management,

the current control processes have been operating effectively and have been independently validated by management as of the date of this

annual report.

We have in the past, and may in

the future, identify material weaknesses in our internal control over financial reporting, and our inability to remediate any such material

weaknesses or to achieve and maintain effective disclosure controls and procedures and internal control over financial reporting in a

timely manner could adversely affect our results of operations, our stock price and investor confidence in us.

For example, during the

period from March 16, 2023 (inception) to December 31, 2023, management identified material weaknesses in the implementation of the COSO

13 Framework (which establishes an effective control environments), due to lack of segregation of duties and management oversight, and

ineffective control surrounding maintenance of adequate repository of contracts, appropriate classifications of expenses and complex financial

Management implemented certain controls in fiscal year 2024 to remediate the material weakness.

We cannot assure you that there

will not be material weaknesses or significant deficiencies in our internal control over financial reporting in the future.

our systems and controls to involve significant expenditure and to become more complex as our business grows.

To effectively manage this

complexity, we will need to continue to improve our operational, financial, and management controls, and our reporting systems and procedures.

Our inability to successfully remediate any future material weaknesses or other deficiencies in our internal control over financial reporting

or any failure to implement required new or improved controls, or difficulties encountered in the implementation or operation of these

controls, could harm our operating results and cause us to fail to meet our financial reporting obligations or result in material misstatements

in our consolidated financial statements, which could limit our liquidity and access to capital markets, adversely affect our business

and investor confidence in our consolidated financial statements, and adversely impact our stock price.

Related to Ownership of Securities and Operating as a Public Company

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

the event of our liquidation, dissolution or winding-up, whether voluntary or involuntary, the proceeds and/or our assets remaining after

the event of our liquidation, dissolution or winding-up, whether voluntary or involuntary, the proceeds and/or our assets that remain after

giving effect to such transaction, and the payment of all of our debts and liabilities will be distributed to the holders of Common Stock

on a pro rata basis.

There can be no assurance that we will have available assets to pay to the holders of Common Stock, or any amounts,

There can be no assurance that we will have any assets to pay to the holders of Common Stock, or any amounts,

upon such a liquidation, dissolution or winding-up.

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price (or at all).

The market price of our Common Stock may decline below stockholders’ deemed purchase price, and they may not

be able to sell their shares of Common Stock at or above that price (or at all).

The market price of our Common Stock may decline below stockholders’ respective purchase prices, and they may not

be able to sell their shares of Common Stock at or above those prices (or at all).

Additionally, if our Common Stock is delisted from Nasdaq

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or sustained.

may not be able to regain compliance with the Nasdaq’s continued listing requirements and rules, the Nasdaq may delist our Common

Stock and Public Warrants, which could negatively affect the Company, the price of our Common Stock and Public Warrants and our shareholders’

ability to sell our Common Stock and Public Warrants.

Nasdaq has several listing requirements set forth in the Nasdaq Listing Rules.

For example, Nasdaq Listing Rule 5450(a)(1) requires that

our Common Stock trade at a minimum bid price of $1.00 per share (the “ Minimum Price Rule ”).

Nasdaq Listing Rule 5450(b)(2)(C)

requires that the Company maintain a minimum market value of publicly held shares of $15,000,000 (the “ MVPHS Rule ”).

March 18, 2025, we received a notice (the “ MVPHS Notice ”) from the Nasdaq that the Company was not in compliance with

the continued listing standards set forth in Nasdaq Listing Rule 5450(b)(2)(C), as the Company’s market value of publicly held

shares closed below $15,000,000 for the previous 30 consecutive business days.

On March 19, 2025, we received a subsequent notice (the

“ Minimum Bid Price Notice ”) from the Nasdaq that the Company was not in compliance with the continued listing standards

set forth in Nasdaq Listing Rule 5450(a)(1), as the minimum bid price of the Company’s Common Stock closed below $1.00 per share

for the previous 30 consecutive business days.

The MVPHS Notice and Minimum Bid Price Notice have no present impact on the listing of

the Company’s securities on the Nasdaq Global Market.

Nasdaq Listing Rule 5810(c)(3)(A), the Company has a period of 180 calendar days, or until September 15, 2025, to regain compliance with

the Minimum Price Rule.

To regain compliance with the Minimum Price Rule, during the 180-day compliance period, the minimum bid price

of the Company’s listed securities must close at $1.00 per share or more for a minimum of 10 consecutive business days.

regain compliance with the MVPHS Rule, during the 180-day compliance period, the market value of publicly held shares must close at $15,000,000

or more for a minimum of 10 consecutive business days.

If compliance is not achieved with both rules by September 15, 2025, Nasdaq will

provide written notification to the Company that its securities are subject to delisting.

At such time, the Company may appeal the delisting

determination to a Hearings Panel.

Company continues to monitor the bid price for the Common Stock and the market value of publicly held shares.

If the Company’s

listed securities do not trade at levels that are likely to regain compliance, the Company’s Board of Directors will consider the

options available to achieve compliance.

intend to regain compliance with the Nasdaq listing standards by pursuing measures that are in our best interest and the best interest

of our shareholders.

There is no assurance that our efforts will be successful, nor is there any assurance that we will regain compliance

with either the Minimum Price Rule or the MVPHS Rule or remain in compliance with such section or other Nasdaq continued listing standards

in the future.

A delisting of our Common Stock or Public Warrants from the Nasdaq could negatively impact us by, among other things,

reducing the liquidity and market price of our Common Stock or Public Warrants;

reducing the number of investors willing to hold or acquire

our Common Stock or Public Warrants, which could negatively impact our ability to raise equity financing;

limiting our ability to issue

additional securities or obtain additional financing in the future;

decreasing the amount of news and analyst coverage of us;

us reputational harm with investors, our employees, and parties conducting business with us.

law and the Governing Documents contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders

to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.

Certificate of Incorporation and Bylaws s and the Delaware General Corporation Law (“DGCL”) contain provisions that could

have the effect of rendering more difficult, delaying, or preventing an acquisition that stockholders may consider favorable, including

transactions in which stockholders might otherwise receive a premium for their shares.

These provisions could also limit the price that

investors might be willing to pay in the future for shares of our Common Stock, and therefore depress the trading price of our Common

These provisions could also make it difficult for stockholders to take certain actions, including electing directors who are not

nominated by the current stockholders or taking other corporate actions, including effecting changes in our management.

Among other things,

the Governing Documents include provisions regarding:

ability of the Company’s Board to issue shares of preferred stock, including “blank

check” preferred stock and to determine the price and other terms of those shares,

including preferences and voting rights, without stockholder approval, which could be used

to significantly dilute the ownership of a hostile acquirer;

Certificate of Incorporation prohibits cumulative voting in the election of directors, which

limits the ability of minority stockholders to elect director candidates;

limitation of the liability of, and the indemnification of, the Company directors and officers;

ability of the Board to amend the Bylaws, which may allow the Board to take additional actions

to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the Bylaws

to facilitate an unsolicited takeover attempt;

Certificate of Incorporation provides for a classified Board serving staggered, three-year

terms, making it impossible for stockholders to replace the entire Board at one time, which

will give stockholders less control over corporate and management policies of the Company,

including with respect to potential mergers or acquisitions, payment of dividends, asset

sales, amendment of the Governing Documents, and other significant corporate transactions

of the Company;

notice procedures with which stockholders must comply to nominate candidates to the Board

or to propose matters to be acted upon at a stockholders’ meeting, which could preclude

stockholders from bringing matters before annual or extraordinary general meetings of stockholders

and delay changes in the Board and may discourage or deter a potential acquirer from conducting

a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise

attempting to obtain control of the Company;

that the Board is expressly authorized to make, alter or repeal the Bylaws;

removal of the directors of the Board by its stockholders with or without cause;

ability of the Board to fill a vacancy created by the expansion of the Board or the resignation,

death, or removal of a director in certain circumstances;

Certificate of Incorporation prohibits, subject to the rights of the holders of shares of

preferred stock to act by written consent, any stockholders from taking any action by written

certain provisions may be amended only by the affirmative vote of holders of at least two-thirds

of the shares of the outstanding capital stock entitled to vote generally in the election

of the Company directors.

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

Certificate of Incorporation provides that the Court of Chancery of the State of Delaware and the federal district courts of the United

States of America will be the exclusive forums for substantially all disputes between us and our stockholders, which could limit our

stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.

Certificate of Incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for the following types

of actions or proceedings under Delaware statutory or common law:

derivative action or proceeding brought on our behalf;

action asserting a breach of fiduciary duty;

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

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

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

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

provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act.

Furthermore, Section 22 of the

Securities Act creates concurrent jurisdiction for federal and state courts over all such Securities Act actions.

Accordingly, both state

and federal courts have jurisdiction to entertain such claims.

To prevent having to litigate claims in multiple jurisdictions and the

threat of inconsistent or contrary rulings by different courts, among other considerations, our Certificate of Incorporation provides

that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a

cause of action arising under the Securities Act.

While the Delaware courts have determined that such choice of forum provisions are

facially valid and several state trial courts have enforced such provisions and required that suits asserting Securities Act claims be

filed in federal court, there is no guarantee that courts of appeal will affirm the enforceability of such provisions, and a stockholder

may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions.

In such instance, we

would expect to vigorously assert the validity and enforceability of the exclusive forum provisions of our Certificate of Incorporation.

This may require significant additional costs associated with resolving such action in other jurisdictions and there can be no assurance

that the provisions will be enforced by a court in those other jurisdictions.

If a court were to find either exclusive forum provision

in our Certificate of Incorporation, to be inapplicable or unenforceable in an action, we may incur further significant additional costs

associated with litigating Securities Act claims in state court, or both state and federal court, which could seriously harm our business,

financial condition, results of operations, and prospects.

These exclusive forum provisions may limit a stockholder’s ability to

bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which

may discourage lawsuits against us and our directors, officers and other employees.

is not possible to predict the actual number of shares we will sell under the Purchase Agreement to B.

Riley Principal Capital II, or

the actual gross proceeds resulting from those sales.

October 7, 2024, we entered into a Purchase Agreement with B.

Riley Principal Capital II, pursuant to which B.

Riley Principal Capital

II has committed to purchase up to $50,000,000 of shares of our Common Stock, subject to certain limitations and conditions set forth

in the Purchase Agreement.

The shares of our Common Stock that may be issued under the Purchase Agreement may be sold by us to B.

Principal Capital II at our discretion from time to time for a period of up to 36 months (unless the Purchase Agreement is earlier terminated)

beginning on the date on which the registration statement registering the shares of Common Stock issued to B.

Riley Principal Capital

II for resale has been declared effective by the SEC and all other conditions to B.

Riley Principal Capital II’s obligations to

purchase the Common Stock set forth in the Purchase Agreement have been initially satisfied.

generally have the right to control the timing and amount of any sales of our shares of Common Stock to B.

may be unable to satisfy Nasdaq’s continued listing requirements, which could limit the ability of stockholders’ to effect

transactions in our Common Stock or Public Warrants.

Our Common Stock and

Public Warrants are currently traded on Nasdaq under the ticker symbols “SDST” and “SDSTW”

respectively.

Therefore, we are required to meet Nasdaq’s continued listing requirements.

Although our securities are listed

on Nasdaq as of the date of this Annual Report, we have in the past and may in the future, be unable to maintain compliance with

Nasdaq’s continued listing requirements.

If we fail to meet Nasdaq’s continued listing requirements and as a result,

Nasdaq delists our securities from its exchange, there could be significant material adverse consequences, including:

availability of market quotations for our securities;

liquidity for our securities;

determination that our Common Stock are a “penny stock” which would require brokers trading in our Common Stock to adhere

to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

limited amount of news and analyst coverage;

decreased ability to obtain capital or pursue acquisitions by issuing additional equity or convertible securities.

Delaware law and our Governing Documents contain certain provisions, including

anti-takeover provisions, that may limit the ability of stockholders to take certain actions and could prevent, delay or discourage a

change in control of our Company or changes in our management and, therefore, depress the market price of our common stock.

Certificate of Incorporation and Bylaws and the Delaware General Corporation Law (“ DGCL ”) contain provisions that

could have the effect of rendering more difficult, delaying, or preventing a change in control of the Company or changes in our management

that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares.

These provisions could also limit the price that investors might be willing to pay in the future for shares of our Common Stock, and

therefore depress the trading price of our Common Stock.

Our Certificate of Incorporation

provides that the Court of Chancery of the State of Delaware will be the exclusive forum for substantially all disputes between us and

our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes.

Our Certificate of Incorporation provides that the Court of Chancery of

the State of Delaware (or another state court or the federal court located within the State of Delaware if the Court of Chancery does

not have or declines to accept jurisdiction) is the exclusive forum for certain actions.

It also provides that, to the fullest extent

permitted by law, the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a

cause of action arising under the Securities Act but that the forum selection provision will not apply to claims brought to enforce a

duty or liability created by the Securities Act, Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.

These exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable

for disputes, which may discourage lawsuits.

In addition, there is uncertainty as to whether a court would enforce such provisions.

a court were to find these types of provisions to be inapplicable or unenforceable, and if a court were to find the exclusive forum provision

in our Certificate of Incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving

the dispute in other jurisdictions, which could materially and adversely affect our business.

is not possible to predict the actual number of shares we will sell under our Purchase Agreement with B.

Riley Principal Capital II,

under the Purchase Agreement.

Sales of our Common Stock, if any, to B.

Riley Principal Capital II under the Purchase Agreement will depend

upon market conditions and other factors to be determined by us.

We may ultimately decide to sell to B.

Riley Principal Capital II all,

some or none of the shares of our Common Stock that may be available for us to sell to B.

Riley Principal Capital II pursuant to the

or the actual gross proceeds resulting from those sales.

On February 12, 2026, we entered

Riley Purchase Agreement with B.

Riley Principal Capital II, pursuant to which B.

Riley Principal Capital II has committed

to purchase up to $10,000,000 of shares of our Common Stock, subject to certain limitations and conditions set forth in the B.

Purchase Agreement.

Depending on market liquidity at the time, resales of those shares by B.

Riley Principal Capital II may cause the

public trading price of our Common Stock to decrease.

the per share purchase price that B.

Riley Principal Capital II will pay for shares of Common Stock that we may elect to effect pursuant

to the Purchase Agreement will fluctuate based on the market prices of our Common Stock during the applicable purchase valuation period

for each purchase made pursuant to the Purchase Agreement, it is not possible for us to predict, as of the date of this Annual Report

and prior to any such sales, the number of shares of Common Stock that we will sell to B.

Riley Principal Capital II under the Purchase

Agreement, the purchase price per share that B.

Riley Principal Capital II will pay for shares purchased from us under the Purchase Agreement,

or the aggregate gross proceeds that we will receive from those purchases by B.

Riley Principal Capital II under the Purchase Agreement.

the Purchase Agreement provides that we may sell up to an aggregate of $50,000,000 of our Common Stock to B.

Riley Principal Capital

II, only 6,500,000 shares of our Common Stock (of which 63,694 represent the commitment shares we issued to B.

Riley Principal Capital

II upon our execution of the Purchase Agreement on October 7, 2024) are being registered under the Securities Act for resale by B.

Principal Capital II pursuant to a Registration Statement on Form S-1.

If it becomes necessary for us to issue and sell to B.

Riley Principal

Capital II under the Purchase Agreement more than the 6,436,306 shares being registered in order to receive aggregate gross proceeds

equal to $50,000,000 under the Purchase Agreement, we must first (i) obtain stockholder approval to issue more than 9,569,701 shares

of Common Stock, the number of shares representing 19.99% of the shares of Common Stock outstanding immediately prior to the execution

of the Purchase Agreement, in accordance with applicable Nasdaq rules (assuming such shares to not qualify for exclusion from such share

limit because they were sold at a price exceeding the “minimum price” calculated in accordance with Nasdaq rules) and (ii)

file with the SEC one or more additional registration statements to register under the Securities Act the resale by B.

Riley Principal

Capital II of any such additional shares of our Common Stock we wish to sell from time to time under the Purchase Agreement, which the

SEC must declare effective, in each case before we may elect to sell any additional shares of our Common Stock to B.

The shares of our Common Stock that may be issued under the 2026 Purchase Agreement may be sold by us to B.

Principal Capital II at our discretion from time to time for a period of up to 36 months (unless the B.Riley Purchase Agreement is earlier

terminated) beginning on the date on which the registration statement registering the shares of Common Stock issued to B.

Riley Principal

Capital II under the Purchase Agreement.

The number of shares of Common Stock ultimately offered for resale by B.

Riley Principal Capital

II is dependent upon the number of shares of Common Stock, if any, we elect to sell to B.

Riley Principal Capital II under the Purchase

Any issuance and sale by us under the Purchase Agreement of a substantial amount of shares of Common Stock in addition to

the 6,500,000 shares of Common Stock being registered for resale could cause additional substantial dilution to our stockholders.

inability to access a portion or the full amount available under the Purchase Agreement, in the absence of any other financing sources,

could have a material adverse impact on our business, financial condition and results of operations and cash flows.

inflation could adversely affect our business and financial results.

historically our operations have not been materially affected by inflation and we have been successful in adjusting prices to our customers

to reflect changes in our material and labor costs, the rate of current inflation and resulting pressures on our costs and pricing could

adversely impact our business and financial results.

Inflation can adversely affect us by increasing our operating costs, including our

materials, freight and labor costs.

As interest rates rise to address inflation, such increases will also impact the base rates applicable

in our credit arrangements and will result in borrowed funds becoming more expensive to us over time;

similar financing pressures from

inflation also can have a negative impact on customers’ willingness to purchase our technologies and services in the same volumes

and at the same rates as previously anticipated.

In a highly inflationary environment, we may be unable to raise the prices of our technologies

and services at or above the rate of inflation, which could reduce our profit margin.

Capital II for resale has been declared effective by the SEC and all other conditions to B.

Riley Principal Capital II’s obligations

to purchase the Common Stock set forth in the B.

Riley Purchase Agreement have been initially satisfied.

Any issuance and sale by us

Riley Purchase Agreement of a substantial amount of shares of Common Stock could cause additional substantial dilution to

our stockholders.

Our inability to access a portion or the full amount available under the B.

Riley Purchase Agreement, in the absence

of any other financing sources, could have a material adverse impact on our business, financial condition and results of operations and

Company’s business and operations could be negatively affected if it becomes subject to any securities litigation or stockholder

activism, which could cause the Company to incur significant expense, hinder execution of business and growth strategy and impact its

activism, which could cause the Company to incur significant expenses, hinder execution of business and growth strategy and impact its

the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has

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Securities litigation and stockholder activism, including potential proxy contests,

could result in substantial costs and divert management’s and the Board’s attention and resources from the Company’s

could result in substantial costs and divert management and the Board’s attention and resources from the Company’s

Additionally, such securities litigation and stockholder activism could give rise to perceived uncertainties as to the Company’s

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success of competitive services or technologies;

● developments

involving the Company’s competitors;

or legal developments in the United States and other countries;

● developments

or disputes concerning our intellectual property or other proprietary rights;

recruitment or departure of key personnel;

or anticipated changes in estimates as to financial results, development timelines or recommendations

by securities analysts;

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

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

economic, industry and market conditions, such as the effects of recessions, interest rates, inflation,

international currency fluctuations, political instability and acts of war or terrorism;

and the other

factors described in this “ Risk Factors ” section.

market and industry factors may materially reduce the market price of Common Stock regardless of the operating performance of Stardust

addition, companies that have experienced volatility in the market price of their stock have frequently been the subject of securities

class action and stockholder derivative litigation.

We could be the target of such litigation in the future.

Class action and derivative

lawsuits, whether successful or not, could result in substantial costs, damage or settlement awards and a diversion of our management’s

resources and attention from running our business, which could materially harm our reputation, financial condition and results of operations.

general macroeconomic, industry, geopolitical and market conditions, such

as the effects of recessions, interest rates, inflation, changes in trade policies, including tariffs or other trade restrictions or the

threat of such actions and retaliatory actions, international currency fluctuations, geopolitical instability, including ongoing conflicts,

actual or threatened public health emergencies, and acts of war or terrorism;

and the other factors described in this “ Risk Factors ”

market and industry factors may materially reduce the market price of Common Stock regardless of the operating performance of the Company.

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

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As an emerging growth company, we are permitted and plan to and

do rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging

growth companies.

do rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth

These provisions include, but are not limited to:

(1) an exemption from compliance with the auditor attestation

requirement in the assessment of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act;

not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding

mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the

consolidated financial statements;

(3) reduced disclosure obligations regarding executive compensation arrangements in periodic

reports, registration statements and proxy statements;

and (4) exemptions from the requirements of holding a nonbinding advisory

vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section

102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting

standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do

not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial

accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with

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

As a result, the

information we provide will be different than the information that is available with respect to other public companies that are not

emerging growth companies.

If some investors find the Common Stock less attractive as a result, there may be a less active trading

market for the Common Stock and the market price of the Common Stock may be more volatile.

(1) an exemption from compliance with the auditor attestation requirement

in the assessment of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act;

(2) not being required

to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation

or a supplement to the auditor’s report providing additional information about the audit and the consolidated financial statements;

(3) reduced disclosure obligations regarding executive compensation arrangements in periodic reports, registration statements and proxy

and (4) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder

approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth

companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that

have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange

Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to

opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election

to opt out is irrevocable.

As a result, the information we provide will be different than the information that is available with respect

to other public companies that are not emerging growth companies.

If some investors find the Common Stock less attractive as a result,

there may be a less active trading market for the Common Stock and the market price of the Common Stock may be more volatile.

small number of stockholders continue to have substantial control over Stardust Power, which may limit other stockholders’ ability

to influence corporate matters and delay or prevent a third party from acquiring control over the Company.

directors and executive officers of the Company, and beneficial owners that own 5% or more of its voting securities and their respective

affiliates, beneficially own, in the aggregate, approximately 75% of the Company’s outstanding Common Stock.

Though the ownership

percentage will be diluted if and to the extent the Company sells Common Stock, a small number of stockholders will still have a significant

concentration of ownership and this may have a negative impact on the trading price for the Common Stock because investors often perceive

disadvantages in owning stock in companies with controlling stockholders.

In addition, these stockholders will be able to exercise influence

over all matters requiring stockholder approval, including the election of directors and approval of corporate transactions, such as

a merger or other sale of the Company or its assets.

This concentration of ownership could limit stockholders’ ability to influence

corporate matters and may have the effect of delaying or preventing a change in control, including a merger, consolidation, or other

business combination or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control, even

if that Change in Control would benefit the other stockholders.

The directors and executive officers of the Company, and beneficial owners

that own 5% or more of its voting securities and their respective affiliates, beneficially own, in the aggregate, approximately 29% of

the Company’s outstanding Common Stock as of December 31, 2025.

Though the ownership percentage will be diluted if and to the extent

the Company sells Common Stock, a small number of stockholders will still have a significant concentration of ownership, and this may

have a negative impact on the trading price for the Common Stock because investors often perceive disadvantages in owning stock in companies

with controlling stockholders.

In addition, these stockholders may be able to exercise influence over matters requiring stockholder approval,

including the election of directors and approval of corporate transactions, such as a merger or other sale of the Company or its assets.

These stockholders may have interests that differ from, and may vote in a way adverse to, other stockholders, or adverse to the recommendations

of the Company’s management.

This concentration of ownership could limit stockholders’ ability to influence corporate matters and

may have the effect of delaying or preventing a change in control, including a merger, consolidation, or other business combination or

discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control, even if that Change in Control

would benefit the other stockholders.

may be exercised for Common Stock, which would increase the number of shares eligible for future resale in the public market and result

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expectations of investment analysts, the market price of the Common Stock may decline.

may, but are not obligated to, provide public guidance on our expected operating and financial results for future periods.

Any such guidance

will consist of forward-looking statements, subject to the risks and uncertainties described in this annual report and in our other public

filings and public statements.

The ability to provide this public guidance, and the ability to accurately forecast our results of operations,

could be negatively impacted by macroeconomic uncertainty and the current conflicts in Ukraine and the Middle East.

Our actual results

may not always be in line with or exceed any guidance we have provided, especially in times of unfavorable or uncertain economic and

market conditions, such as the current global economic uncertainty being experienced and the current inflationary environment in the

United States.

If, in the future, our operating or financial results for a particular period do not meet any guidance provided or the

expectations of investment analysts, or if we reduce our guidance for future periods, the market price of the Common Stock may decline

We may, but are not obligated to, provide public guidance on our expected

operating and financial results for future periods.

Any such guidance will consist of forward-looking statements, be subject to the risks

and uncertainties described in this Annual Report and in our other public filings and public statements.

The ability to provide this public

guidance, and the ability to accurately forecast our results of operations, could be negatively impacted by macroeconomic uncertainty

and geopolitical uncertainty, including the current conflicts in Ukraine, the Middle East and elsewhere abroad.

Our actual results, outcomes

and performance may not always be in line with or exceed any guidance we have provided, especially in times of unfavorable or uncertain

macroeconomic, geopolitical and market conditions, such as the current global economic uncertainty being experienced and the current inflationary

environment in the United States.

If, in the future, our operating or financial results for a particular period do not meet any guidance

provided or the expectations of investment analysts, or if we reduce our guidance for future periods, the market price of the Common Stock

may decline as well.

Even if we do issue public guidance, there can be no assurance that we will continue to do so in the future.

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downgrade the Common Stock or if reporting results do not meet their expectations, the market price of the Common Stock could decline.

may issue additional shares of the Common Stock (including upon the exercise of warrants), which would increase the number of shares

of Common Stock eligible for future resale in the public market and result in dilution to the Company stockholders.

warrants to purchase Common Stock may be exercised by the holders of those warrants.

There is no guarantee that the warrants will ever

be in the money prior to their expiration, and, as such, the warrants may expire worthless.

issuance of additional shares of Common Stock as a result of any of the aforementioned transactions may result in dilution to the then-existing

holders of Common Stock and increase the number of shares eligible for resale in the public market.

Sales of substantial numbers of such

shares in the public market could adversely affect the market price of the Common Stock.

We cannot predict the ultimate value of the

Sales of substantial numbers of shares issued upon the exercise of the warrants in the public market or the potential that

such warrants may be exercised could also adversely affect the market price of the Common Stock.

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

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of our Common Stock could decline significantly.

cannot predict what effect, if any, sales of our shares in the public market or the availability of shares for sale will have on the

market price of our Common Stock.

However, future sales of substantial amounts of our Common Stock in the public market, including shares

issued upon exercise of outstanding options or vesting and settlement of outstanding restricted stock units, or the perception that such

Future sales of substantial amounts of our Common Stock in the public market, including shares

issued upon exercise of outstanding options, warrants or vesting and settlement of outstanding restricted stock units, or the perception that such

sales may occur, could adversely affect the market price of our Common Stock.

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to the Stardust Power 2024 Equity Plan, we may issue an aggregate of up to the number of shares equal to ten percent (10%) of Common

Stock issued and outstanding at Closing, which amount will be subject to increase from time to time.

Stock issued and outstanding at Closing, which amount is subject to increase from time to time.

We may also issue additional shares

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

rights of holders of Common Stock will be subordinated if preferred stock is issued with

rights senior to those afforded Common Stock;

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

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

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

Company is a “controlled company” within the meaning of Nasdaq rules and, as a result, qualifies for exemptions from certain

corporate governance requirements.

You may not have the same protections afforded to stockholders of companies that are not exempt from

such corporate governance requirements.

at December 31, 2024, Roshan Pujari, had voting power over approximately 61% of the aggregate voting power of the issued and outstanding

shares of Common Stock of the Company.

As a result, the Company is considered a “controlled company” within the meaning of

Nasdaq corporate governance standards.

Under Nasdaq rules, a controlled company may elect not to comply with certain Nasdaq corporate

governance requirements, including the requirements that:

majority of the board consist of independent directors under Nasdaq rules;

nominating and governance committee be composed entirely of independent directors with a

written charter addressing the committee’s purpose and responsibilities;

compensation committee be composed entirely of independent directors with a written charter

addressing the committee’s purpose and responsibilities.

requirements will not apply to the Company as long as the Company remains a controlled company.

The Company may utilize some or all of

these exemptions.

Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of

the corporate governance requirements of Nasdaq.

the Company ceases to be a “controlled company” and its shares continue to be listed on the Nasdaq, it will be required to

comply with these standards, subject to a permitted “phase-in” period.

These and any other actions necessary to achieve compliance

with such rules may increase the Company’s legal and administrative costs, will make some activities more difficult, time-consuming

and costly and may also place additional strain on the Company’s personnel, systems and resources.

Company is a holding company and its only material assets are its interest in its subsidiaries, and it is accordingly dependent upon

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condition could be adversely affected.

on Common Stock, if any, will be paid at the discretion of the Board, which will consider, among other things, our Company’s business,

operating results, financial condition, current and expected cash needs, plans for expansion and any legal or contractual limitations

on its ability to pay such dividends.

Financing arrangements may include restrictive covenants that restrict our ability to pay dividends

or make other distributions to our stockholders.

In addition, entities are generally prohibited under relevant law from making a distribution

to a stockholder to the extent that, at the time of the distribution, after giving effect to the distribution, the liabilities of such

entity (subject to certain exceptions) exceed the fair value of its assets.

If our subsidiaries do not have sufficient funds to make

distributions, our ability to declare and pay cash dividends may also be restricted or impaired.

Stardust Power and its subsidiaries

would be restricted from making distributions or advances to us under its existing credit facilities or other financing arrangements.

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 1A. Risk Factors