0001493152-24-045236 | 10-Q | XBRL Viewer

SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE

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

	Three months ended
	September 30, 2024			September 30, 2023			Nine months ended September 30, 2024			Period from March 16, 2023 (inception) through September 30, 2023

Numerator:
Net loss	$	(10,092,312	)	$	(843,800	)	$	(14,185,887	)	$	(2,828,585	)
Denominator:
Weighted average shares outstanding		45,171,254			40,453,289			41,694,909			40,367,188
Net loss per share, basic and diluted	$	(0.22	)	$	(0.02	)	$	(0.34	)	$	(0.07	)

SCHEDULE OF ANTI-DILUTIVE EFFECT

The following potentially dilutive shares were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented, because including them would have had an anti-dilutive effect:

SCHEDULE OF ANTI-DILUTIVE EFFECT

	September 30, 2024		September 30, 2023
Unvested common stock – restricted shares (Note 5)		125,411		893,985
Restricted Stock options		851,655		-
Restricted Stock Units		3,281,911		-
Performance Stock units		506,596		-
Sponsor Earnout Shares (Note 3)*		-		-
Public warrants		4,864,133		-
Private placement warrants		5,566,667		-

The Sponsor Earnout Shares (as defined in the Business Combination Agreement) were not included for purposes of calculating the number of diluted shares outstanding as of September 30, 2024, as the Sponsor earnout shares remain contingently forfeitable, as the conditions have not been met

SCHEDULE OF ASSETS AND LIABILITIES ARE MEASURED AT FAIR VALUE (Details) - USD ($)

Sep. 30, 2024

Dec. 31, 2023

^[1]

$ 67,562

$ 218,556

67,562

218,556

^[2]

5,212,200

^[3]

2,972,800

Fair Value, Inputs, Level 1 [Member]

2,972,800

5,212,200

^[1]

67,562

218,556

67,562

218,556

^[2]

^[3]

Fair Value, Inputs, Level 2 [Member]

^[1]

^[2]

^[3]

Fair Value, Inputs, Level 3 [Member]

^[1]

^[2]

5,212,200

^[3]

2,972,800

$ 2,972,800

$ 5,212,200

[1]	These represent equity investments with a readily determinable fair value. The Company has measured its investments to fair value in accordance with ASC 321, Investments-Equity Securities, based on quoted prices in active markets.
[2]	The valuation of the Level 3 measurement considered the probabilities of the occurrence of the scenarios as discussed in Note 2 the audited consolidated financial statements of Legacy Stardust Power and notes thereto for the period March 16, 2023 (inception) to December 31, 2023 included in the Company’s Registration Statement on Form S-4/A filed with the SEC on May 8, 2024.
[3]	For Level 3 earnout liability, the Company assesses the fair value of expected earnout liability at each reporting period using the Monte Carlo Method, which is consistent with the initial measurement of the expected earnout consideration. This fair value measurement is considered a Level 3 measurement because the Company estimates projections during the earnout period utilizing various potential pay-out scenarios. The Monte Carlo simulation method repeats a process thousands of times in an attempt to predict all the possible future outcomes. At the end of the simulation, several random trials produce a distribution of outcomes that are then analyzed to determine the average present value of earnout. Change in the fair value of earnout liability is reflected in our unaudited condensed consolidated statements of operations.

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)		3 Months Ended		7 Months Ended	9 Months Ended
	Jun. 14, 2023	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Mar. 16, 2023
Related Party Transaction [Line Items]
Capital contribution in exchange of subscription	$ 90			$ 90
Other liabilities		$ 75,913			$ 75,913		$ 56,823
Repayment of notes				1,000,000
Interest Expense, Operating and Nonoperating				7,111
Vikasa Capital Partners LLC [Member]
Related Party Transaction [Line Items]
Due to related parties		980,000			980,000			$ 1,050,000
Related Party [Member]
Related Party Transaction [Line Items]
Due to related parties			$ 224,992	$ 224,992		$ 224,992
Expenses paid						$ 1,126,129
Other liabilities		$ 0			$ 0		$ 0

Amount of interest expense classified as operating and nonoperating. Includes, but is not limited to, cost of borrowing accounted for as interest expense.

Amount of liabilities classified as other.

ACCRUED LIABILITIES AND OTHER CURRENT LIABILITIES

Condensed Consolidated Statements of Shareholders' Deficit (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Feb. 28, 2023
Balances, shares at Feb. 28, 2023
Issuance of common stock	$ 90			90
Issuance of common stock, shares	9,000,000
Retroactive application of recapitalization	$ 4,052	(4,052)
Retroactive application of recapitalization, shares	32,420,154
Balance at Mar. 15, 2023	$ 4,142	(4,052)		90
Balances, shares at Mar. 15, 2023	41,420,154
Net loss			(245,505)	(245,505)
Balance at Mar. 31, 2023	$ 4,142	(4,052)	(245,505)	(245,415)
Balances, shares at Mar. 31, 2023	41,420,154
Balance at Mar. 15, 2023	$ 4,142	(4,052)		90
Balances, shares at Mar. 15, 2023	41,420,154
Net loss			(2,828,585)	(2,828,585)
Balance at Sep. 30, 2023	$ 4,142	(4,052)	(2,828,585)	(2,828,495)
Balances, shares at Sep. 30, 2023	41,420,154
Balance at Mar. 31, 2023	$ 4,142	(4,052)	(245,505)	(245,415)
Balances, shares at Mar. 31, 2023	41,420,154
Net loss			(1,739,280)	(1,739,280)
Balance at Jun. 30, 2023	$ 4,142	(4,052)	(1,984,785)	(1,984,695)
Balances, shares at Jun. 30, 2023	41,420,154
Net loss			(843,800)	(843,800)
Balance at Sep. 30, 2023	$ 4,142	(4,052)	(2,828,585)	(2,828,495)
Balances, shares at Sep. 30, 2023	41,420,154
Balance at Nov. 30, 2023	$ 87	58,736	(3,793,585)	(3,734,762)
Balances, shares at Nov. 30, 2023	9,017,300
Retroactive application of recapitalization	$ 3,936	(3,936)
Retroactive application of recapitalization, shares	32,482,472
Balance at Dec. 31, 2023	$ 4,023	54,800	(3,793,585)	(3,734,762)
Balances, shares at Dec. 31, 2023	41,499,772
Net loss			(1,399,213)	(1,399,213)
Stock based compensation (Note 3)		59,599		59,599
Transfer from early exercised stock option liability on vesting (Note 3)		100		100
Balance at Mar. 31, 2024	$ 4,023	114,499	(5,192,798)	(5,074,276)
Balances, shares at Mar. 31, 2024	41,499,772
Balance at Dec. 31, 2023	$ 4,023	54,800	(3,793,585)	(3,734,762)
Balances, shares at Dec. 31, 2023	41,499,772
Net loss			(14,185,887)	(14,185,887)
Stock based compensation (Note 3)		7,034,079		7,034,079
Transfer from early exercised stock option liability on vesting (Note 3)	12	971		983
Shares issued upon conversion of convertible notes	$ 26	2,571,374		2,571,400
Shares issued upon conversion of convertible notes, shares	257,216
Issuance of common stock upon the reverse capitalization including PIPE financing, net of transaction cost	$ 435	(5,483,454)		(5,483,019)
Issuance of common stock upon the reverse capitalization including PIPE financing, net of transaction cost, shares	5,342,745
Shares issued upon exercise of common stock warrants	$ 13	1,626,606		1,626,619
Shares issued upon exercise of common stock warrants, shares	135,796
Transaction costs		(7,501,223)		(7,501,223)
Merger Earnout shares (Note 3)		25,071,500	(25,071,500)
Shares issued upon conversion of SAFE notes	$ 64	6,367,136		6,367,200
Shares issued upon conversion of SAFE notes, shares	636,916
Balance at Sep. 30, 2024	$ 4,573	29,741,789	(43,050,972)	(13,304,610)
Balances, shares at Sep. 30, 2024	47,872,445
Balance at Mar. 31, 2024	$ 4,023	114,499	(5,192,798)	(5,074,276)
Balances, shares at Mar. 31, 2024	41,499,772
Net loss			(2,694,362)	(2,694,362)
Stock based compensation (Note 3)		58,125		58,125
Transfer from early exercised stock option liability on vesting (Note 3)		100		100
Balance at Jun. 30, 2024	$ 4,023	172,724	(7,887,160)	(7,710,413)
Balances, shares at Jun. 30, 2024	41,499,772
Net loss			(10,092,312)	(10,092,312)
Stock based compensation (Note 3)		6,916,355		6,916,355
Transfer from early exercised stock option liability on vesting (Note 3)	12	771		783
Shares issued upon conversion of SAFE notes	$ 64	6,367,136		6,367,200
Shares issued upon conversion of SAFE notes, shares	636,916
Shares issued upon conversion of convertible notes	$ 26	2,571,374		2,571,400
Shares issued upon conversion of convertible notes, shares	257,216
Issuance of common stock upon the reverse capitalization including PIPE financing, net of transaction cost	$ 435	(5,483,454)		(5,483,019)
Issuance of common stock upon the reverse capitalization including PIPE financing, net of transaction cost, shares	5,342,745
Shares issued upon exercise of common stock warrants	$ 13	1,626,606		1,626,619
Shares issued upon exercise of common stock warrants, shares	135,796
Transaction costs		(7,501,223)		(7,501,223)
Merger Earnout shares (Note 3)		25,071,500	(25,071,500)
Balance at Sep. 30, 2024	$ 4,573	$ 29,741,789	$ (43,050,972)	$ (13,304,610)
Balances, shares at Sep. 30, 2024	47,872,445

ACCRUED LIABILITIES AND OTHER CURRENT LIABILITIES

9 Months Ended

Sep. 30, 2024

Payables and Accruals [Abstract]

NOTE 14 - ACCRUED LIABILITIES AND OTHER CURRENT LIABILITIES:

	September 30, 2024		December 31, 2023
Accrued expenses		1,053,345		151,284
Capital market advisory fees		3,000,000		-
Payroll liabilities		75,913		56,823
		4,129,258		208,107

SCHEDULE OF RECONCILIATION OF ACTIVITY AND CHANGES IN FAIR VALUE (Details) - USD ($)	3 Months Ended					4 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023
SAFE Note [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Balance beginning	$ 6,367,200	$ 5,520,100	$ 5,212,200	$ 2,000,000	$ 2,000,000
Issuance of notes			200,000	3,000,000		2,000,000
Change in fair value		847,100	107,900	212,200
Issuance of common stock upon conversion	(6,367,200)
Sponsor earnout liability recognized on closing of Business Combination
Ending Balance		6,367,200	5,520,100	5,212,200	2,000,000	2,000,000
Convertible Note [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Balance beginning	2,571,400
Issuance of notes		2,100,000
Change in fair value		471,400
Issuance of common stock upon conversion	(2,571,400)
Sponsor earnout liability recognized on closing of Business Combination
Ending Balance		2,571,400
Sponsor Earnout Liability [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Balance beginning
Issuance of notes
Change in fair value	(1,636,100)
Issuance of common stock upon conversion
Sponsor earnout liability recognized on closing of Business Combination	4,608,900
Ending Balance	$ 2,972,800

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)										1 Months Ended	3 Months Ended					7 Months Ended	9 Months Ended
	Oct. 07, 2024	Aug. 19, 2024	Aug. 16, 2024	Jul. 08, 2024	Mar. 15, 2024	Mar. 13, 2024	Oct. 10, 2023	Jun. 08, 2023	Mar. 15, 2023	Mar. 31, 2023	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Sep. 30, 2023	Sep. 30, 2024	Jul. 30, 2024	May 02, 2024	Jan. 10, 2024	Dec. 31, 2023	Nov. 30, 2023	Feb. 28, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Net Income (Loss) Attributable to Parent										$ 245,505	$ 10,092,312	$ 2,694,362	$ 1,399,213	$ 843,800	$ 1,739,280	$ 2,828,585	$ 14,185,887
Retained Earnings (Accumulated Deficit)											43,050,972						43,050,972				$ 3,793,585
Equity, Attributable to Parent									$ (90)	$ 245,415	13,304,610	$ 7,710,413	$ 5,074,276	$ 2,828,495	$ 1,984,695	$ 2,828,495	13,304,610				3,734,762	$ 3,734,762
Cash											1,587,086						1,587,086
Other investments				$ 10,075,002
Trust account proceeds net				$ 1,564,086
Stock Issued During Period, Value, New Issues									$ 90
Deferred cost											$ 199,724						199,724				1,005,109
Deferred related costs																	6,496,114
Equity classified instruments																					$ 7,501,223
Non-refundable Payment							$ 75,000	$ 25,000
Debt instrument, face amount																				$ 1,562,030
Non-refundable extension payment																		$ 33,333	$ 33,333
Capital project costs																	$ 1,770,821
IGX Note [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Notes payable		$ 176,000
Interest rate		6.00%
Maturity date		Dec. 16, 2024
IGL Note [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Notes payable			$ 316,000
Interest rate			6.00%
Maturity date			Jul. 01, 2025
IGX LOI [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Non-refundable Payment					$ 25,000	$ 30,000
Nonrefundable payment					50,000
Consideration amount					26,025,000
Payments comprising cash and stock					18,025,000
Work commitment					$ 8,000,000
Purchase Agreement [Member] \| Subsequent Event [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock Issued During Period, Value, New Issues	$ 50,000,000

PROMISSORY NOTES

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

PROMISSORY NOTES

NOTE 11 – PROMISSORY NOTES

In March 2023, Legacy Stardust Power entered into unsecured notes payable with three related parties as described in Note 13. These notes payable provided the Company the ability to draw up to $1,000,000, in aggregate: $160,000 until December 31, 2023 and $840,000 until December 31, 2025. These loan facilities accrue interest, compounding semi-annually, at the long-term semiannual Applicable Federal Rate, as established by the Internal Revenue Service, which effectively was 3.71%.

As at September 30, 2024, the Company had $840,000 available to draw.

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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Investments, All Other Investments [Abstract]

SCHEDULE OF RESTRICTED STOCK ACTIVITY (Details)	9 Months Ended
SCHEDULE OF RESTRICTED STOCK ACTIVITY (Details)	Sep. 30, 2024 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares, Unvested, Beginning balance \| shares	313,528
Weighted Average Grant Date Fair Value - Unvested, Beginning balance \| $ / shares	$ 0.000002
Number of shares, Granted \| shares
Weighted Average Grant Date Fair Value - Granted \| $ / shares
Number of shares, Vested \| shares	(188,117)
Weighted Average Grant Date Fair Value - Vested \| $ / shares	$ 0.000002
Number of shares, Forfeited \| shares
Weighted Average Grant Date Fair Value - Forfeited \| $ / shares
Number of shares, Unvested, Ending balance \| shares	125,411
Weighted Average Grant Date Fair Value - Unvested, Ending balance \| $ / shares	$ 0.000002
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares, Unvested, Beginning balance \| shares
Weighted Average Grant Date Fair Value - Unvested, Beginning balance \| $ / shares
Number of shares, Granted \| shares	2,024,985
Weighted Average Grant Date Fair Value - Granted \| $ / shares	$ 8.80
Number of shares, Vested \| shares	(247,370)
Weighted Average Grant Date Fair Value - Vested \| $ / shares	$ 8.41
Number of shares, Forfeited \| shares
Weighted Average Grant Date Fair Value - Forfeited \| $ / shares
Number of shares, Unvested, Ending balance \| shares	1,777,615
Weighted Average Grant Date Fair Value - Unvested, Ending balance \| $ / shares	$ 8.85
Restricted Stock Units (RSUs) [Member] \| 2024 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares, Unvested, Beginning balance \| shares
Weighted Average Grant Date Fair Value - Unvested, Beginning balance \| $ / shares
Number of shares, Granted \| shares	1,578,296
Weighted Average Grant Date Fair Value - Granted \| $ / shares	$ 11.62
Number of shares, Vested \| shares	(74,000)
Weighted Average Grant Date Fair Value - Vested \| $ / shares	$ 11.62
Number of shares, Forfeited \| shares
Weighted Average Grant Date Fair Value - Forfeited \| $ / shares
Number of shares, Unvested, Ending balance \| shares	1,504,296
Weighted Average Grant Date Fair Value - Unvested, Ending balance \| $ / shares	$ 11.62

INVESTMENT

9 Months Ended

Sep. 30, 2024

INVESTMENT

NOTE 7 – INVESTMENT

In October 2023, Legacy Stardust Power subscribed to and purchased 13,949,579 ordinary shares (1.26% of the total equity) of QXR, an Australian limited liability company whose ordinary shares are listed on the Australian Securities Exchange (“ASX”), for $200,000. This investment in the ordinary shares of QXR has been made for strategic purposes and specifically with an intention to gain access for conducting feasibility studies for the production of lithium products from the lithium brine surface anomaly identified over the 102 square-kilometer Liberty Lithium Brine Project in SaltFire Flat, California, for which QXR has a binding option to purchase agreement and operating agreement to earn a 75% interest from IGL (“the Earn-in Venture”). The Company is not a direct party to the Earn-in Venture and accordingly has no direct or indirect economic or controlling interest either in the Project or in any of the associated rights originating from the Earn-in Venture held by QXR. The Company will conduct feasibility studies to assess the lithium brine at its own cost and if successful, will have the option to execute a commercial off-take agreement with QXR for the supply of brine from the Project. No formal off-take agreement has been executed as at September 30, 2024. Further, no material expenses have been incurred towards the feasibility studies during the three and nine months ended September 30, 2024. All costs associated with the feasibility studies would be expensed as incurred.

The Company neither has a controlling financial interest nor does it exercise significant influence over QXR. Accordingly, the investment in QXR’s ordinary shares does not result in either the consolidation or application of equity method of accounting for the Company.

QXR’s ordinary shares are listed on the ASX with a readily determinable fair value and change in fair value is recognized in the unaudited condensed consolidated statement of operations. Accordingly, the investment in these securities has been recorded at cost at initial recognition and at fair value of $67,562 and $218,556 as at September 30, 2024 and December 31, 2023, respectively. The Company recognized a gain of $11,678 and a loss of $150,994 for the three and nine months ended September 30, 2024, respectively and $Nil for both the three months ended September 30, 2023 and for the period from March 16, 2023 (inception) to September 30, 2023, respectively, due to change in fair value of securities in the unaudited condensed consolidated statement of operations. Further, this investment in securities has been disclosed outside of current assets on the unaudited condensed consolidated balance sheet in accordance with ASC 210-10-45-4 because the investment has been made for the purpose of affiliation and continuing business reasons as described above.

CONVERTIBLE NOTES (Details Narrative)	Apr. 24, 2024 USD ($) shares
Convertible Equity Agreements [Member]
Convertible notes	$ 100,000
Convertible equity converted into shares \| shares	257,216
American Investor Group Direct LLC [Member]
Convertible notes	$ 2,000,000

ACCRUED LIABILITIES AND OTHER CURRENT LIABILITIES (Tables)

9 Months Ended

Sep. 30, 2024

Payables and Accruals [Abstract]

SCHEDULE OF ACCRUED LIABILITIES AND OTHER CURRENT LIABILITIES

	September 30, 2024		December 31, 2023
Accrued expenses		1,053,345		151,284
Capital market advisory fees		3,000,000		-
Payroll liabilities		75,913		56,823
		4,129,258		208,107

ACCOUNTING FOR WARRANTS LIABILITY (Tables)

9 Months Ended

Sep. 30, 2024

Accounting For Warrants Liability

Schedule of Warrant Liabilities that are Measured at Fair Value on a Recurring Basis

The following tables present information about the Company’s warrant liabilities that are measured at fair value on a recurring basis at September 30, 2024 and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description	At September 30, 2024		Quoted price in active markets (level 1)		Significant other observable input (level 2)		Significant other unobservable input (level 3)
Warrant liabilities
Public warrants	$	2,188,859	$	2,188,859	$	-	$	-
Private placement warrants		2,505,000		-		2,505,000		-
Warrant liability	$	4,693,859	$	2,188,859	$	2,505,000	$	-

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2024

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared on the accrual basis of accounting in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the unaudited condensed consolidated financial statements) considered necessary to present fairly the Company’s unaudited condensed consolidated balance sheet as of September 30, 2024, its unaudited condensed consolidated statements of operations, stockholders’ deficit for the three and nine months ended September 30, 2024, three months ended September 30, 2023 and for the period March 16, 2023 (since inception) through September 30, 2023 and unaudited condensed consolidated statements of cashflows for the nine months ended September 30, 2024 and for the period March 16, 2023 (since inception) through September 30, 2023. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this report should be read in conjunction with the audited consolidated financial statements and notes thereto of Legacy Stardust Power for the period March 16, 2023 to December 31, 2023 included in the Company’s Registration Statement on Form S-4/A filed with the SEC on May 8, 2024, which provides a more complete discussion of the Company’s accounting policies and certain other information.

The unaudited condensed consolidated balance sheet as of December 31, 2023 included herein was derived from the audited financial statements of Legacy Stardust Power as of that date but does not include all disclosures including notes required by U.S. GAAP.

The unaudited condensed consolidated financial statements include the accounts of Stardust Power Inc. and its wholly owned subsidiaries, Stardust Power LLC and Strike Merger Sub II, LLC. All material intercompany balances have been eliminated upon consolidation. Interim results are not necessarily indicative of results for a full year or any future periods.

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

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported and disclosed in the unaudited condensed consolidated financial statements and accompanying notes. Those estimates and assumptions include, but are not limited to, useful life of computer and equipment, realization of deferred tax assets, fair valuation of investment in equity securities and fair valuation of stock based compensation, warrants, simple agreement for future equity notes (each a “SAFE note”), convertible notes and earnout shares. The Company evaluates estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from these estimates, and those differences could be material to the unaudited condensed consolidated financial statements.

Emerging Growth Company

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934 (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when an accounting standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

Going Concern

The Company’s unaudited condensed consolidated financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

The Company is a development stage entity having no revenues and has incurred a net loss of $10,092,312 and $14,185,887 for the three and nine months ended September 30, 2024, respectively. The Company has an accumulated deficit of $43,050,972 and stockholders’ deficit of $13,304,610 as of September 30, 2024. The Company expects to continue to incur significant costs in pursuit of its operating and investment plans. These costs exceed the Company’s existing cash balance and net working capital. These conditions raise substantial doubt about its ability to continue as a going concern.

Stardust Power Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

As of September 30, 2024 the Company has $1,587,086 of unrestricted cash. Upon completion of the Business Combination, the Company’s consolidated cash balance increased due to the PIPE investments of $10,075,002, and $1,564,086 of trust account proceeds, net of redemptions and related fees. The combined company is also required to make various payments including SPAC transaction costs incurred upon the close of the Business Combination.

On October 7, 2024, the Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) and a related Registration Rights Agreement (the “Registration Rights Agreement”) with B. Riley Principal Capital II, LLC (“B. Riley Principal Capital II”). Upon the terms and subject to the satisfaction of the conditions set forth in the Purchase Agreement, the Company will have the right, in its sole discretion, to sell up to $50,000,000 of newly issued shares of the Company’s Common Stock to B. Riley Principal Capital II, subject to certain conditions and limitations contained in the Purchase Agreement, from time to time during the term of the Purchase Agreement. Sales of Common Stock pursuant to the Purchase Agreement, and the timing of any sales, are solely at the option of the Company. No sales of shares of Common Stock have taken place under the Purchase Agreement as of the date on which these unaudited condensed consolidated financial statements were available to be issued.

As of the date on which these unaudited condensed consolidated financial statements were available to be issued, we believe that the cash on hand, and additional investments available through issuance of new Common Stock, will be inadequate to satisfy the Company’s working capital and capital expenditure requirements for at least the next twelve months. The ability of the Company to continue as a going concern is dependent upon management’s plan to raise additional capital from issuance of equity or receive additional borrowings to fund the Company’s operating and investing activities over the next year. These unaudited condensed consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Summary of Significant Accounting Policies

The significant accounting policies applied in the Legacy Stardust Power’s audited consolidated financial statements as of and for the period March 16, 2023 (inception) through December 31, 2023, as disclosed in the Company’s Registration Statement on Form S-4/A filed with the SEC on May 8, 2024, are applied consistently in these unaudited interim condensed consolidated financial statements.

Net Loss per Share

The Company adopted ASC 260, “Earnings per Share”, at its inception. Basic net loss per share is calculated by dividing the net loss by the weighted average number of Common Stock outstanding for the period. Diluted loss per share is calculated by dividing the Company’s net loss available to common stockholders by the diluted weighted average number of shares outstanding for the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as at the first of the year for any potentially dilutive debt or equity. Potential common shares from unvested restricted stock options, earnouts and common stock warrants are computed using the treasury stock method. Contingently issuable shares are included in basic EPS only when there is no circumstance under which those shares would not be issued.

As the Business Combination has been accounted for as a reverse recapitalization, the consolidated financial statements of the merged entity reflect the continuation of Legacy Stardust Power consolidated financial statements. Legacy Stardust Power equity has been retroactively adjusted to the earliest period presented to reflect the legal capital of the legal acquirer, GPAC II. As a result, net loss per share was also retrospectively adjusted for periods ended prior to the Business Combination. See Note 3 for details of this recapitalization.

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

	Three months ended
	September 30, 2024			September 30, 2023			Nine months ended September 30, 2024			Period from March 16, 2023 (inception) through September 30, 2023

Numerator:
Net loss	$	(10,092,312	)	$	(843,800	)	$	(14,185,887	)	$	(2,828,585	)
Denominator:
Weighted average shares outstanding		45,171,254			40,453,289			41,694,909			40,367,188
Net loss per share, basic and diluted	$	(0.22	)	$	(0.02	)	$	(0.34	)	$	(0.07	)

SCHEDULE OF ANTI-DILUTIVE EFFECT

	September 30, 2024		September 30, 2023
Unvested common stock – restricted shares (Note 5)		125,411		893,985
Restricted Stock options		851,655		-
Restricted Stock Units		3,281,911		-
Performance Stock units		506,596		-
Sponsor Earnout Shares (Note 3)*		-		-
Public warrants		4,864,133		-
Private placement warrants		5,566,667		-

Stardust Power Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Deferred Transaction Costs

In accordance with ‘Codification of Staff Accounting Bulletins – Topic 5: Miscellaneous Accounting A. Expenses of Offering’ (“SAB Topic 5”), public offering related costs, including legal fees and advisory and consulting fees, are deferred until consummation/completion of the proposed public offering. The Company has deferred $1,005,109 of related costs incurred towards the proposed public offering which are presented within current assets in the unaudited condensed consolidated balance sheets as at December 31, 2023. During the nine months ended September 30, 2024, the Company deferred $6,496,114 of related costs incurred towards the proposed public offering. After the consummation of the Business Combination, costs allocated to equity-classified instruments amounting to $7,501,223 were recorded as a reduction to additional paid-in capital.

As disclosed in the “Going Concern” note above, subsequent to the quarter end, the Company entered into the Purchase Agreement with B. Riley Principal Capital II. The Company has deferred $199,724 of related costs incurred towards this offering which is presented within current assets in the unaudited condensed consolidated balance sheet as at September 30, 2024. If the offering is terminated, the deferred offering costs will be expensed.

Commitments and Contingencies

Certain conditions may exist as at the date the unaudited condensed consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. The Company monitors the arrangements that are subject to guarantees in order to identify if the obligor who is responsible for making the payments fails to do so. If the Company determines it is probable that a loss has occurred, then any such estimable loss would be recognized under those guarantees. The methodology used to estimate potential loss related to guarantees considers the guarantee amount and a variety of factors, which include, depending on the counterparty, the latest financial position of the counterparty, actual defaults, historical defaults, and other economic conditions. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

On March 13, 2024, Legacy Stardust Power and IGX Minerals LLC (“IGX”), entered into an exclusive letter of intent (the “IGX LOI”) to potentially acquire interests in certain mining claims (the “IGX Claims”). The contemplated transaction is subject to the entering into of a definitive agreement, due diligence by the Company, and other factors. In connection with the entering into the non-binding IGX LOI, the Company has paid a non-refundable payment of $30,000 in connection with obtaining a binding exclusivity right. Further, Stardust Power has agreed to binding provisions relating to (i) a right of first refusal in favor of Stardust Power and (ii) the delivery of a form promissory note in favor of IGX.

On August 19, 2024, Legacy Stardust Power entered into a promissory note arrangement with IGX (the “IGX Note”) for $176,000 to allow the Company to potentially be able to enter into related agreements and partnerships with IGX. The IGX Note carries an interest rate of 6% with a maturity date of December 16, 2024. The IGX Note is secured by a letter of intent for possible acquisition, including through a potential joint venture, of IGX’s mining claims. The payment is made solely for the payment of all 2024 Bureau of Land Management fees and county land maintenance fees, notice of intent and associated filing fees for the claims owned by IGX. If the Company acquires an interest in any of the IGX Claims, the balance of the promissory note shall be credited as part of the Company’s investment and IGX shall not be required to repay the note. The promissory note including interest amounting to $177,215 is outstanding as on September 30, 2024 and presented under current assets on the condensed consolidated balance sheet.

On March 15, 2024, Legacy Stardust Power and Usha Resources Ltd. (“Usha Resources”) entered into a non-binding letter of intent, except for certain binding terms such as those relating to the exclusivity period until November 30, 2024 (the “Jackpot LOI”) to acquire an interest in Usha Resources’ lithium brine project, situated in the United States. The contemplated transaction is subject to entering into a definitive agreement, due diligence by the Company, and other factors. The Company has made a non-refundable payment of $25,000 upon execution of the Jackpot LOI in connection with securing exclusivity and a further $50,000 payment (the “Second Payment”) was made by the Company on May 14, 2024; provided that the Second Payment shall be non-refundable except if Usha Resources breaches the terms of the Jackpot LOI at which point Usha Resources shall refund the Second Payment together with all out-of-pocket expenses (including the fees and expenses of legal counsel, accountants and other advisors hereof) incurred by the Company. If the parties enter into definitive agreements pursuant to the Jackpot LOI, (i) depending on the earn-in level, the total consideration could total up to $26,025,000 over five years inclusive of up to $18,025,000 in payments comprising cash and stock and a work commitment of $8,000,000. Upon completion of the full earn-in, including net smelter royalty buyback, Usha Resources would retain 10% of the project and a 1% net smelter royalty and would be carried in the joint venture’s (formed between Usha Resources and the Company) receipt of a formal decision to mine following completion of a feasibility study. Usha Resources is in the process of conducting additional water testing with respect to a second hole. Given the early stage of this project, the full scope of any additional financing that may be required is not fully known; however, the Company has not entered into any arrangement for financing outside of the Jackpot LOI. On May 14, 2024, Company made the second payment as stated above and is presented as a deposit under other long-term assets on the unaudited condensed consolidated balance sheet.

On October 10, 2023, Legacy Stardust Power entered into a non-binding (except for the confidentiality provision) letter of intent with QX Resources Limited, an Australian limited liability company (“QXR”), to negotiate an agreement to work together collaboratively and in good faith to assess the lithium brines contained in QXR’s Liberty Lithium Brine Project (the “Project”). QXR is earning into 75% of the Project situated in Inyo County, California, by way of an earn-in agreement with IG Lithium LLC (“IGL”) and QXR intends to use either evaporation or direct extraction technology to produce a concentrated lithium product or other lithium products. On August 16, 2024, the Company entered into a promissory note arrangement with IGL (the “IGL Note”) for $316,000 to allow the Company to enter into related agreements and future partnerships with IGL on the Project. The IGL Note carries an interest rate of 6% with a maturity date of July 1, 2025. The IGL Note is secured by first priority in all rights, title, interest, claims and demands of IGL related to the Project and other assets of IGL. The promissory note including interest amounting to $318,182 is outstanding as on September 30, 2024 and presented under current assets on the condensed consolidated balance sheet.

Pre-Acquisition Capital Project Costs

The Company has an exclusive option purchase agreement with the City of Muskogee, Oklahoma for 66 acres of undeveloped tract (excluding wetlands and creeks). The option was scheduled to end on the earlier of February 29, 2024, the date the property is purchased, or the termination of the agreement by either party. The agreement allows for two three-month extensions, provided that the Company is performing due diligence and pursuing permits and approvals. Non-refundable option payments of $25,000 and $75,000 were made on June 8, 2023, and October 10, 2023, respectively. The Company has capitalized these payments as pre-acquisition capital project costs as at September 30, 2024 and December 31, 2023 because these payments would be credited against the full purchase price of the land upon acquisition. On January 10, 2024, the Company entered into an agreement to exercise the option and purchase the land for an additional amount of $1,562,030. Title to the land is pending to be transferred in the Company’s name as at September 30, 2024. On May 2, 2024, and July 30, 2024 the Company paid the first and second non-refundable extension payment of $33,333 and $33,333, respectively. The Company has capitalized these payments as pre-acquisition capital project costs as at September 30, 2024 because these payments would be credited against the full purchase price of the land upon acquisition. The Company capitalized an additional $1,770,821 towards pre-acquisition capital project costs related to front-end loading and environmental studies done during the nine months ended September 30, 2024.

Stardust Power Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Stock-Based Compensation

The Company accounts for stock options, restricted stock units (“RSUs”), performance stock units (“PSUs”), to employees, consultants and other advisors, and directors based on their estimated fair value on the date of grant. The fair value of the Company’s stock options are measured based on the grant-date fair value which is calculated using a Black-Scholes option pricing model The Company evaluates the assumptions used to value option awards upon each grant of stock options. The fair value of RSUs awarded is based on the closing price of the Company’s common stock, as reported on The Nasdaq Global Select Market on the date of grant. The fair value and derived service period of PSUs with market-based conditions is estimated using the Monte Carlo valuation model. The Company evaluates the assumptions used to value PSU awards upon each grant of PSUs.

Stock-based compensation expense associated with service and market-based conditions will be recognized over the longer of the expected achievement period for the service condition and market condition. The Company generally recognizes stock-based compensation expense for RSUs on a straight-line basis over the vesting term. Stock-based compensation expense associated with PSUs is recognized over the longer of the expected achievement period for the performance condition and the service condition. The Company accounts for forfeitures as they occur.

Recently Issued Accounting Pronouncements Not Yet Adopted

The Company has reviewed the accounting pronouncements issued during the nine months ended September 30, 2024 and concluded they were either not applicable or not expected to have a material impact on the Company’s unaudited condensed consolidated financial statements.

SCHEDULE OF FAIR VALUE ASSUMPTIONS (Details)	9 Months Ended	10 Months Ended
SCHEDULE OF FAIR VALUE ASSUMPTIONS (Details)	Sep. 30, 2024	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected option life (years)	6 months
Expected volatility minimum		60.00%
Expected volatility maximum		70.00%
Risk-free interest rate at grant date minimum		3.84%
Risk-free interest rate at grant date maximum		3.86%
Dividend yeild		0.00%
Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected option life (years)		5 years 25 days
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected option life (years)		5 years 11 months 4 days

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 2
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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SCHEDULE OF ACCRUED LIABILITIES AND OTHER CURRENT LIABILITIES (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Accrued expenses	$ 1,053,345	$ 151,284
Capital market advisory fees	3,000,000
Payroll liabilities	75,913	56,823
Accrued liabilities and other current liabilities	$ 4,129,258	$ 208,107

Amount of liabilities classified as other.

SCHEDULE OF COMMON STOCK ISSUED AND OUTSTANDING (Details) (Parenthetical) - USD ($)

8 Months Ended

Jul. 08, 2024

Mar. 15, 2023

Jul. 08, 2024

Sep. 30, 2024

Dec. 31, 2023

10,430,800

Issuance of common stock

$ 90

Public Warrants [Member]

Private Warrants [Member]

4,999,929

Global Partner Acquisition Corp II [Member]

5,566,667

Common stock weighted average price per share

5,000,000

$ 12.00

Share issued for conversion

894,132

Share issued or issuable

41,499,772

Cash held in trust account

$ 1,564,086

Reversal of redeemed shares

2,877

Stock redemption price

$ 11.38

Increase in cash held in trust account

$ 1,564,086

Global Partner Acquisition Corp II [Member] | Private Placement Agreement [Member]

Adjustment to additional paid in capital

Issuance of common stock

$ 10,075,002

Shares issued

1,077,541

$ 108

Global Partner Acquisition Corp II [Member] | Non Redemption Agreement [Member]

Global Partner Acquisition Corp II [Member] | Sponsor [Member]

Shares issued

127,777

SCHEDULE OF ASSETS AND LIABILITIES ARE MEASURED AT FAIR VALUE

1,000,000

Shares issued

^[1],[2]

4,000,000

[1]	Excludes 5,566,667 Private Placements Warrants that converted automatically into a whole warrant exercisable for one share of Common Stock.
[2]	Includes 1,000,000 Sponsor Earnout Shares (as defined in the Business Combination Agreement). While the Earnout Shares are legally issued, they are subject to forfeiture based on vesting conditions not being met. (See Note 13).

SCHEDULE OF STOCK OPTION ACTIVITY (Details) - $ / shares	1 Months Ended		9 Months Ended
	Nov. 30, 2023	Oct. 31, 2023	Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]
Number of shares, Unvested			1,326,979
Weighted Average Grant Date Fair Value - Unvested			$ 0.57
Number of shares, Granted	2,278,108	2,278,108
Weighted Average Grant Date Fair Value - Granted
Number of shares, Vested			(219,644)
Weighted Average Grant Date Fair Value - Vested			$ 0.57
Number of shares, Forfeited			(255,680)
Weighted Average Grant Date Fair Value - Forfeited			$ 0.60
Number of shares, Unvested			851,655
Weighted Average Grant Date Fair Value - Unvested			$ 0.56

FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

The following tables summarize the Company’s assets and liabilities that are measured at fair value in the unaudited condensed consolidated financial statements:

	Level 1		Level 2		Level 3		Total
	Fair Value Measurements as at December 31, 2023
	Level 1		Level 2		Level 3		Total
Other noncurrent assets:
Investment in equity securities (a)	$	218,556	$	-	$	-	$	218,556
Total financial assets	$	218,556	$	-	$	-	$	218,556

	Level 1		Level 2		Level 3		Total
	Fair Value Measurements as at September 30, 2024
	Level 1		Level 2		Level 3		Total
Other noncurrent assets:
Investment in equity securities (a)	$	67,562	$	-	$	-	$	67,562
Total financial assets	$	67,562	$	-	$	-	$	67,562

	Level 1		Level 2		Level 3		Total
	Fair Value Measurements as at December 31, 2023
	Level 1		Level 2		Level 3		Total
Liabilities
SAFE notes (b)	$	-	$	-	$	5,212,200	$	5,212,200
Sponsor earnout shares (c)		-		-		-		-
Total financial liabilities	$	-	$	-	$	5,212,200	$	5,212,200

	Level 1		Level 2		Level 3		Total
	Fair Value Measurements as at September 30, 2024
	Level 1		Level 2		Level 3		Total
Liabilities
Sponsor earnout shares (c)		-		-		2,972,800		2,972,800
Total financial liabilities	$	-	$	-	$	2,972,800	$	2,972,800

(a)

These represent equity investments with a readily determinable fair value. The Company has measured its investments to fair value in accordance with ASC 321, Investments-Equity Securities, based on quoted prices in active markets.

(b)

The valuation of the Level 3 measurement considered the probabilities of the occurrence of the scenarios as discussed in Note 2 the audited consolidated financial statements of Legacy Stardust Power and notes thereto for the period March 16, 2023 (inception) to December 31, 2023 included in the Company’s Registration Statement on Form S-4/A filed with the SEC on May 8, 2024.

(c)

For Level 3 earnout liability, the Company assesses the fair value of expected earnout liability at each reporting period using the Monte Carlo Method, which is consistent with the initial measurement of the expected earnout consideration. This fair value measurement is considered a Level 3 measurement because the Company estimates projections during the earnout period utilizing various potential pay-out scenarios. The Monte Carlo simulation method repeats a process thousands of times in an attempt to predict all the possible future outcomes. At the end of the simulation, several random trials produce a distribution of outcomes that are then analyzed to determine the average present value of earnout. Change in the fair value of earnout liability is reflected in our unaudited condensed consolidated statements of operations.

SCHEDULE OF RECONCILIATION OF ACTIVITY AND CHANGES IN FAIR VALUE

The following table provides a reconciliation of activity and changes in fair value for the Company’s SAFE notes, convertible notes and Sponsor earnout liability:

	SAFE notes at fair value			Convertible notes at fair value			Sponsor Earnout liability at fair value
Balance as at March 16, 2023 (inception)	$	-		$	-		$	-
Issuance of notes		2,000,000			-			-
Change in fair value		-			-			-
Balance as at June 30, 2023	$	2,000,000		$	-		$	-
Issuance of notes		-			-			-
Change in fair value		-			-			-
Balance as at September 30, 2023	$	2,000,000		$	-		$	-
Issuance of notes		3,000,000			-			-
Change in fair value		212,200			-			-
Balance as at December 31, 2023	$	5,212,200		$	-		$	-
Issuance of notes		200,000			-			-
Change in fair value		107,900			-			-
Balance as at March 31, 2024	$	5,520,100		$	-		$	-
Issuance of notes		-			2,100,000			-
Change in fair value		847,100			471,400			-
Balance as at June 30, 2024	$	6,367,200		$	2,571,400		$	-
Issuance of common stock upon conversion		(6,367,200	)		(2,571,400	)		-
Sponsor earnout liability recognized on closing of Business Combination		-			-			4,608,900
Change in fair value		-			-			(1,636,100	)
Balance as at September 30, 2024	$	-		$	-		$	2,972,800

STOCK BASED COMPENSATION

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

STOCK BASED COMPENSATION

NOTE 5 – STOCK BASED COMPENSATION

As the Business Combination has been accounted for as a reverse recapitalization, the unaudited condensed consolidated financial statements of the merged entity reflect the continuation of Legacy Stardust Power, Inc. financial statements. Legacy Stardust Power’s. equity has been retroactively adjusted to the earliest period presented to reflect the legal capital of the legal acquirer, GPAC II. As a result, the number of shares was also retrospectively adjusted for periods ended prior to the Business Combination.

Shares Issued at Inception

At March 16, 2023 (inception of Legacy Stardust Power), certain employees and service providers participated in the purchase of restricted Common Stock of Legacy Stardust Power aggregating to 2,531,232 shares. Out of the total, certain restricted stock vested immediately and remaining unvested restricted stock aggregating to 1,191,980 shares vests over 24 months subject to service conditions and accelerated vesting upon certain events. The agreements also contain a repurchase option noting that if the employee or service provider is terminated, for any reason, the Company has the right and option to repurchase the service provider’s unvested restricted Common Stock. Since all shareholders purchased the shares at par value and the shares had no incremental value beyond the par value as at that date, during the periods from March 16, 2023 (inception) through September 30, 2023 and nine months ended September 30, 2024, the stock based compensation expense impact is insignificant. As at September 30, 2024, 125,411 outstanding shares had not vested and the weighted average remaining contractual period of the unvested restricted stock is 0.5 years. Any shares subject to repurchase by the Company are not deemed, for accounting purposes, to be outstanding until those shares vest. The amount to be recorded as liabilities associated with shares issued with repurchase rights were immaterial as at September 30, 2024 and December 31, 2023.

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

SCHEDULE OF RESTRICTED STOCK ACTIVITY

	Restricted Stock
	Number of shares			Weighted Average Grant-Date Fair Value
Unvested as of December 31, 2023		313,528			0.000002
Granted		-			-
Vested		(188,117	)		0.000002
Forfeited		-			-
Unvested as of September 30, 2024		125,411		$	0.000002

2023 Equity Incentive Plan

At March 16, 2023 (inception), the Legacy Stardust Power stockholders approved the 2023 Equity Incentive Plan and 2,301,120 shares of the Company’s Common Stock were reserved for issuance thereunder. During the nine months ended September 30, 2024 the Board adopted a resolution to increase the number of shares of Common Stock authorized for issuance under the 2023 Equity Incentive Plan by 1,150,560 shares of Common Stock. During the period from March 16, 2023 (inception) through September 30, 2023, there were no grants under the 2023 Equity Incentive Plan.

Stock Options

During October and November 2023, Legacy Stardust Power granted options for 2,278,108 shares of stock options under the 2023 Equity Incentive Plan: 2,186,064 options were granted to employees, and 92,045 options were granted to a consultant. The employee grants vest over a period of 3 to 5 years, and the consultant grant vests over 18 months. The options granted to both employees and the consultant were exercisable at the exercise price of $0.0065.

All the options under the 2023 Equity Incentive Plan were early-exercised by grantees. Accordingly, the Company received a total amount of $14,850 towards the early exercise of these options during the period from March 16, 2023 (inception) through December 31, 2023 and recorded a liability against the early exercise of these options.

On December 14, 2023, the Company repurchased 920,448 unvested shares that were granted to an employee under the 2023 Equity Incentive Plan at the original exercise price of $0.0065. The Company repaid a total amount of $6,000 for the repurchase of these early exercised shares from the employee in January 2024. The amount was charged against the ‘Early exercised shares option liability’.

Subsequent to the quarter ended September 30, 2024, the Company repurchased 25,575 unvested shares that were granted to a consultant and 230,105 unvested shares that were granted to an employee under the 2023 Equity Incentive Plan at the original exercise price of $0.0065.

The early exercised shares liability amounting to $7,667 and $8,650 is outstanding as at September 30, 2024, and December 31, 2023, respectively, and is presented under ‘Early exercised shares option liability’ on the unaudited condensed consolidated balance sheet.

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

SCHEDULE OF STOCK OPTION ACTIVITY

	Number of shares			Weighted Average Grant-Date Fair Value
Unvested as at December 31, 2023		1,326,979			0.57
Granted		-			-
Vested		(219,644	)		0.57
Forfeited		(255,680	)		0.60
Unvested as at September 30, 2024		851,655			0.56

Stardust Power Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The compensation expense for stock options was as follows:

Three months ended

September 30, 2024

September 30, 2023

Nine months ended

September 30, 2024

Period from

March 16, 2023

(inception) through

September 30, 2023

General and administrative expenses

22,221

139,945

As at September 30, 2024, total unvested compensation cost for stock options granted to employees not yet recognized was $424,924. The Company expects to recognize this compensation over a weighted average period of approximately 2.85 years.

The weighted average fair value of options granted during period from March 16, 2023 (inception) through December 31, 2023 are provided below. The fair value was estimated on the date of grant using the Black-Scholes pricing model with the assumptions indicated below:

SCHEDULE OF FAIR VALUE ASSUMPTIONS

	2023
Expected option life (years)		5.07 - 5.93 years
Expected volatility		60% - 70	%
Risk-free interest rate at grant date		3.84 - 3.86	%
Dividend yield		0	%

Due to the absence of an active market for the Company’s Common Stock at the time of the grant, the Company utilized methodologies in accordance with the framework of the American Institute of Certified Public Accountants Technical Practice Aid (Valuation of Privately Held Company Equity Securities Issued as Compensation) to estimate the fair value of its Common Stock. In determining the exercise prices for options granted, the Company has considered the estimated fair value of the Common Stock as at the grant date. The estimated fair value of the Common Stock has been determined at each grant date based upon a variety of factors, including the business, financial condition and results of operations, economic and industry trends, the illiquid nature of the Common Stock, the market performance of peer group of similar publicly traded companies, and future business plans of the Company. Significant changes to the key assumptions underlying the factors used could result in different fair values of Common Stock at each valuation date.

The Company based the risk-free interest rate on a U.S. Treasury Bond Yield with a term substantially equal to the option’s expected term.

The Company based the expected volatility on a blend of historical volatility and implied volatility derived from price of publicly traded shares of peer group of similar companies.

The expected term represents the period that stock based awards are expected to be outstanding. The expected term for option grants is determined using the simplified method which represents the average of the contractual term of the option and the weighted average vesting period of the option. The Company considers this appropriate as there is not sufficient historical information available to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior.

Restricted Stock Units

During April and June 2024, Legacy Stardust Power granted 2,024,985 restricted stock units (“2023 Plan RSUs”) to employees under the 2023 Equity Incentive Plan. These 2023 Plan RSUs are subject to a service-based vesting requirement, and a liquidity plus service-based vesting requirement, which is defined as completion of a go public transaction or change in control. In order for any shares to vest, both the service-based vesting requirement and the liquidity plus service-based vesting requirement must be satisfied with respect to such shares. The liquidity conditions were met on July 8, 2024 upon consummation of the Business Combination, and therefore compensation expenses related to these awards began to be recognized in the quarter ended September 30, 2024 using a graded vesting method over the requisite service period.

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

SCHEDULE OF RESTRICTED STOCK ACTIVITY

	Number of shares			Weighted Average Grant-Date Fair Value
Unvested as at December 31, 2023		-			-
Granted		2,024,985			8.80
Vested		(247,370	)		8.41
Forfeited		-			-
Unvested as at September 30, 2024		1,777,615			8.85

The compensation expense for RSUs was as follows:

Three months ended

September 30, 2024

September 30, 2023

Nine months ended

September 30, 2024

Period from

March 16, 2023

(inception) through

September 30, 2023

General and administrative expenses

5,765,425

As at September 30, 2024, total unvested compensation cost for RSUs granted to employees not yet recognized was $12,051,682. The Company expects to recognize this compensation over a weighted average period of approximately 3 years.

Stardust Power Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

2024 Equity Incentive Plan

The Board adopted, and the stockholders of the Company approved, the 2024 Equity Incentive Plan in September 2024. The maximum number of shares with respect to one or more awards that may be granted to any one participant during any calendar year shall be 4,673,665 shares of Common Stock. The 2024 Equity Incentive Plan provides for the grant of stock options, RSUs, PSUs share appreciation rights, restricted shares, dividend equivalents, substitute awards, and other share or cash-based awards (such as cash bonus awards and performance awards) for issuance to employees or consultants of the Company (or any of the Company’s parents or subsidiaries), or directors of the Company.

On September 16, 2024, the Company granted (a) 1,504,296 RSUs to independent directors, officers, employees and consultants which are subject to a service based vesting requirement, (b) 74,000 RSUs fully vested as of the date of grant to consultants and (c) 506,596 PSUs to employees with a service and market condition. These PSUs cliff vest at the end of a three-year term subject to share price based market condition (i.e., the volume weighted average price of the Common Stock is greater than or equal to $12.00 per share for a period of 20 trading days in any 30 trading day period or there is a change of control, or the PSUs are otherwise forfeited). The compensation expense for these RSUs and PSUs were recognized on a straight line basis over the term of the award.

Given the absence of a public trading market prior to the closing of the Business Combination, the Legacy Stardust Power board of directors considered numerous objective and subjective factors to determine the fair value of its common stock at each grant date. These factors included, but were not limited to: (i) independent contemporaneous third-party valuations of common stock; (ii) the prices for the Company’s convertible notes sold to outside investors; (iii) the rights and preferences of convertible preferred stock relative to common stock; (iv) the lack of marketability of its common stock; (v) developments in the business; and (vi) the likelihood of achieving a liquidity event, such as an IPO, given prevailing market conditions. Subsequent to the closing of the Business Combination, the fair value of common stock is based on the closing price of the Company’s common stock, as reported on The Nasdaq Global Select Market on the date of grant.

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

SCHEDULE OF RESTRICTED STOCK ACTIVITY

	Number of shares			Weighted Average Grant-Date Fair Value
Unvested as at December 31, 2023		-			-
Granted		1,578,296			11.62
Vested		(74,000	)		11.62
Forfeited		-			-
Unvested as at September 30, 2024		1,504,296			11.62

The compensation expense for RSUs was as follows:

Three months ended

September 30, 2024

September 30, 2023

Nine months ended

September 30, 2024

Period from

March 16, 2023

(inception) through

September 30, 2023

General and administrative expenses

1,082,031

As at September 30, 2024, total unvested compensation cost for RSUs granted to employees and non employee directors not yet recognized was $6,964,717. The Company expects to recognize this compensation over a weighted average period of approximately 3.04 years.

As at September 30, 2024, total unvested compensation cost for RSUs granted to the consultants not yet recognized was $10,293,051. We expect to recognize this compensation over a period of approximately 4 years.

The estimated grant date fair value of the PSUs was determined using a Monte Carlo simulation valuation model. Assumptions used in the valuation were as follows:

	Assumptions
Fair value of Common Stock	$	11.62
Selected volatility		60	%
Risk-free interest rate		3.42	%
Contractual terms (years)		3.0

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

	Number of shares		Weighted Average Grant-Date Fair Value
Unvested as at December 31, 2023		-		-
Granted		506,596		6.73
Vested		-		-
Forfeited		-		-
Unvested as at September 30, 2024		506,596		6.73

The compensation expense for PSUs was as follows:


	Three months ended
	September 30, 2024		September 30, 2023		Nine months ended September 30, 2024		Period from March 16, 2023 (inception) through September 30, 2023
General and administrative expenses		46,678		-		46,678		-

As at September 30, 2024, total unvested compensation cost for PSUs granted to employees not yet recognized was $3,363,929. The Company expects to recognize this compensation over a weighted average period of approximately 2.96 years.

Stardust Power Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

DESCRIPTION OF THE COMPANY (Details Narrative)	Nov. 21, 2023 USD ($) $ / shares shares	Mar. 15, 2023 USD ($) shares	Sep. 30, 2024 T	Jul. 08, 2024 $ / shares	Dec. 14, 2023 $ / shares
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Tons of lithium battery produced \| T			50,000
Ordinary shares issued	127,777
Share price \| $ / shares				$ 10.00
Share price \| $ / shares					$ 0.0065
trading days	20 days
Business acquisition consecutive trading days	30 days
Shares issued value \| $		$ 90
PIPE Subscription Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares issued	1,077,541
Shares issued value \| $	$ 10,075,002
SAFE Note [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Conevrtible notes coverted into shares	138,393
Convertible Notes [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Conevrtible notes coverted into shares	55,889
Common Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Share price \| $ / shares	$ 12.00
Shares issued		9,000,000
Shares issued value \| $		$ 90
Common Stock [Member] \| New co [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares issued as additional consideration	5,000,000

STOCK BASED COMPENSATION (Details Narrative) - USD ($)							1 Months Ended		3 Months Ended	9 Months Ended	10 Months Ended
STOCK BASED COMPENSATION (Details Narrative) - USD ($)	Sep. 17, 2024	Sep. 16, 2024	Jun. 30, 2024	Apr. 30, 2024	Dec. 14, 2023	Mar. 16, 2023	Nov. 30, 2023	Oct. 31, 2023	Dec. 31, 2024	Sep. 30, 2024	Dec. 31, 2023	Nov. 21, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock Issued During Period, Shares, Restricted Stock Award, Gross						2,531,232
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number						1,191,980				125,411	313,528
Shares vesting period						24 months
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term										6 months
Shares reserved for future issuance						2,301,120				0
Shares granted							2,278,108	2,278,108
Shares granted exercise price							$ 0.0065	$ 0.0065
Options exercised											$ 14,850
Shares unvested repurchased					920,448
Share price					$ 0.0065
Shares repurchased value					$ 6,000
Shares exercised outstanding										$ 7,667	$ 8,650
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number										1,777,615
Performance Shares [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term	3 years
2023 Equity Incentive Plan [Member] \| Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares granted				2,024,985
2024 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares reserved for future issuance										4,673,665
2024 Equity Incentive Plan [Member] \| Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number										1,504,296
Shares granted		1,504,296	2,024,985
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares		74,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Period Increase (Decrease), Weighted Average Exercise Price		$ 12.00
2024 Equity Incentive Plan [Member] \| Performance Shares [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number										506,596
Shares granted		506,596
Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares vesting period							3 years	3 years
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term											5 years 25 days
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares vesting period							5 years	5 years
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term											5 years 11 months 4 days
Employee [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares granted							2,186,064	2,186,064
Employee [Member] \| Subsequent Event [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares unvested repurchased									230,105
Share price									$ 0.0065
Consultant [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares vesting period							18 months	18 months
Shares granted							92,045	92,045
Consultant [Member] \| 2024 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation not yet recognized										$ 10,293,051
Stock based compensation term										4 years
Consultant [Member] \| Subsequent Event [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares unvested repurchased									25,575
Employees [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation not yet recognized										$ 424,924
Stock based compensation term										2 years 10 months 6 days
Employees [Member] \| Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation not yet recognized										$ 12,051,682
Stock based compensation term										3 years
Employees and Non Employee Directors [Member] \| 2024 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation not yet recognized										$ 6,964,717
Stock based compensation term										3 years 14 days
Performance Shares [Member] \| 2024 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation not yet recognized										$ 3,363,929
Stock based compensation term										2 years 11 months 15 days
Common Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares reserved for future issuance										1,150,560
Share price												$ 12.00

SCHEDULE OF RELATED PARTIES (Details) - USD ($)	3 Months Ended		7 Months Ended	9 Months Ended
SCHEDULE OF RELATED PARTIES (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2023	Sep. 30, 2024
Related Party Transaction [Line Items]
Notes obtained from related parties			$ 1,000,000
Energy Transition Investors LLC [Member]
Related Party Transaction [Line Items]
Notes obtained from related parties			750,000
Vikasa Clean Energy I LP [Member]
Related Party Transaction [Line Items]
Notes obtained from related parties			160,000
Roshan Pujari [Member]
Related Party Transaction [Line Items]
Notes obtained from related parties			$ 90,000

SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2024

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 15 – SUBSEQUENT EVENTS

As at September 30, 2024, final payment for the land in Muskogee has not been made and therefore title to the land is also pending transfer to the Company’s name. As of the date of the issue of these financial statements, the deadline for payment had passed, but the Company obtained an extension from the City of Muskogee until November 19, 2024 to complete payment and transfer of title to the land.

The Company has entered into a 90-Day exclusivity agreement with IRIS Metals (“IRIS Metals”), an ASX-listed metals company, which follows the Company’s investment into IRIS Metals for approximately $1.65 million or 10 million shares of IRIS, in November 2024. The agreement, which began on November 9, 2024, allows the Company to explore a strategic partnership with, or investment in, IRIS Metals, including, without limitation, a commercial offtake arrangement for battery-grade lithium production, financing or other investment in IRIS Metals or its affiliates.

The Company has evaluated subsequent events through the date the consolidated financial statements were available to be issued and there are no other items that would have had a material impact on the Company’s unaudited condensed consolidated financial statements.

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	100,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	700,000,000	69,033,000
Common Stock, Shares, Issued	47,872,445	41,499,772
Common Stock, Shares, Outstanding	47,872,445	41,499,772

INVESTMENT (Details Narrative) - QX Resources Limited [Member] - USD ($)	1 Months Ended	3 Months Ended		7 Months Ended	9 Months Ended
	Oct. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2023	Sep. 30, 2024	Dec. 31, 2023
Ordinary shares	13,949,579
Total equity percentage	1.26%
Investments	$ 200,000
Description of net investment hedge activity	This investment in the ordinary shares of QXR has been made for strategic purposes and specifically with an intention to gain access for conducting feasibility studies for the production of lithium products from the lithium brine surface anomaly identified over the 102 square-kilometer Liberty Lithium Brine Project in SaltFire Flat, California, for which QXR has a binding option to purchase agreement and operating agreement to earn a 75% interest from IGL (“the Earn-in Venture”). The Company is not a direct party to the Earn-in Venture and accordingly has no direct or indirect economic or controlling interest either in the Project or in any of the associated rights originating from the Earn-in Venture held by QXR.
Initial recognition fair value		$ 67,562			$ 67,562	$ 218,556
Principal investment gain (loss)		$ 11,678			$ 150,994

Contains all pertinent information about an entity's hedges of the foreign currency exposure of net investments in foreign operations.

Fair value of investment in security owned.

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Condensed Consolidated Statements of Operations (Unaudited) - USD ($)

3 Months Ended

7 Months Ended

9 Months Ended

Sep. 30, 2024

Sep. 30, 2023

Sep. 30, 2024

Income Statement [Abstract]

Revenue

Change in fair value of sponsor earnout shares

^[1]

8,980,965

778,455

1,902,653

11,483,389

Operating Loss

(8,980,965)

(778,455)

(1,902,653)

(11,483,389)

Other income (expenses)

SAFE note issuance costs

(29,655)

(466,302)

^[2]

Other transaction costs

(35,690)

(452,519)

^[3]

Interest income

3,397

Interest expense

(8,558)

(7,111)

^[4]

(10,637)

^[4]

1,636,100

Change in fair value of warrant liability

(2,753,964)

Change in fair value of investment in equity securities

11,678

(150,994)

Change in fair value of convertible notes

(471,400)

Change in fair value of SAFE notes

(955,000)

Total other expenses

(1,111,347)

(65,345)

(925,932)

(2,702,498)

Net Loss

$ (10,092,312)

$ (843,800)

$ (2,828,585)

$ (14,185,887)

Loss per share

Basic

$ (0.22)

$ (0.02)

$ (0.07)

$ (0.34)

Diluted

$ (0.22)

$ (0.02)

$ (0.07)

$ (0.34)

Weighted average common shares outstanding

Basic

45,171,254

40,453,289

40,367,188

41,694,909

Diluted

45,171,254

40,453,289

40,367,188

41,694,909

[1]	Includes related party amounts of $Nil and $147,497 for the three months ended September 30, 2024 and 2023, respectively and $Nil and $771,935 for the nine months ended September 30, 2024 and from March 16, 2023 to September 30, 2023, respectively.
[2]	Includes related party amounts of $Nil and $435,000 for the nine months ended September 30, 2024 and from March 16, 2023 to September 30, 2023, respectively.
[3]	Includes related party amounts of $Nil and $100,000 for the nine months ended September 30, 2024 and from March 16, 2023 to September 30, 2023, respectively.
[4]	Includes related party amounts of $Nil and $7,111 for the nine months ended September 30, 2024 and from March 16, 2023 to September 30, 2023, respectively.

SCHEDULE OF PERFORMANCE SHARES UNITS ACTIVITY (Details)	9 Months Ended
SCHEDULE OF PERFORMANCE SHARES UNITS ACTIVITY (Details)	Sep. 30, 2024 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares, Unvested, Beginning balance \| shares	313,528
Weighted Average Grant Date Fair Value - Unvested, Beginning balance \| $ / shares	$ 0.000002
Number of shares, Granted \| shares
Weighted Average Grant Date Fair Value - Granted \| $ / shares
Number of shares, Vested \| shares	(188,117)
Weighted Average Grant Date Fair Value - Vested \| $ / shares	$ 0.000002
Number of shares, Forfeited \| shares
Weighted Average Grant Date Fair Value - Forfeited \| $ / shares
Number of shares, Unvested, Ending balance \| shares	125,411
Weighted Average Grant Date Fair Value - Unvested, Ending balance \| $ / shares	$ 0.000002
2024 Equity Incentive Plan [Member] \| Performance Shares [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares, Unvested, Beginning balance \| shares
Weighted Average Grant Date Fair Value - Unvested, Beginning balance \| $ / shares
Number of shares, Granted \| shares	506,596
Weighted Average Grant Date Fair Value - Granted \| $ / shares	$ 6.73
Number of shares, Vested \| shares
Weighted Average Grant Date Fair Value - Vested \| $ / shares
Number of shares, Forfeited \| shares
Weighted Average Grant Date Fair Value - Forfeited \| $ / shares
Number of shares, Unvested, Ending balance \| shares	506,596
Weighted Average Grant Date Fair Value - Unvested, Ending balance \| $ / shares	$ 6.73

SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE (Details) - USD ($)	1 Months Ended	3 Months Ended					7 Months Ended	9 Months Ended
	Mar. 31, 2023	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Sep. 30, 2023	Sep. 30, 2024
Accounting Policies [Abstract]
Net loss	$ (245,505)	$ (10,092,312)	$ (2,694,362)	$ (1,399,213)	$ (843,800)	$ (1,739,280)	$ (2,828,585)	$ (14,185,887)
Weighted average shares outstanding, basic		45,171,254			40,453,289		40,367,188	41,694,909
Weighted average shares outstanding, diluted		45,171,254			40,453,289		40,367,188	41,694,909
Net loss share, basic		$ (0.22)			$ (0.02)		$ (0.07)	$ (0.34)
Net loss share, diluted		$ (0.22)			$ (0.02)		$ (0.07)	$ (0.34)

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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SCHEDULE OF COMMON STOCK ISSUED AND OUTSTANDING (Details) - shares

1 Months Ended

8 Months Ended

Jan. 31, 2024

Jul. 08, 2024

Stardust Power rollover equity

41,499,772

Total shares outstanding

47,736,650

Global Partner Acquisition Corp II [Member]

Stardust Power rollover equity

^[1],[2]

42,393,905

Total shares issued

47,736,650

Total shares outstanding

47,736,650

Global Partner Acquisition Corp II [Member] | Public Share Holders [Member]

Global Partner Acquisition Corp II [Member] | Sponsor [Member]

^[3],[4]

137,427

Global Partner Acquisition Corp II [Member] | Private Placement Agreement [Member]

^[5],[6]

4,000,000

Global Partner Acquisition Corp II [Member] | Non Redemption Agreement [Member]

^[7]

1,077,541

^[8]

127,777

[1]	Includes (i) 894,132 shares of Combined Company Common Stock issued in exchange for shares of Legacy Stardust Power Common Stock with the conversion of the SAFE notes and convertible equity agreements and (ii) 41,499,772 shares of Combined Company Common Stock issued in accordance with the Business Combination Agreement underlying the Exchanged Company Restricted Common Stock.
[2]	Includes eight shareholders, whose shares are not subject to lock-up or transfer restrictions.
[3]	Excludes 4,999,929 Public Warrants that converted automatically into a whole warrant exercisable for one share of Common Stock.
[4]	Reflects the reclassification of $1,564,086 of cash held in trust account, after reversal of redemptions of 2,877 shares at $11.38 per share, post June 30, 2024, resulting in a net increase of $1,564,086, net of redemptions, in cash.
[5]	Excludes 5,566,667 Private Placements Warrants that converted automatically into a whole warrant exercisable for one share of Common Stock.
[6]	Includes 1,000,000 Sponsor Earnout Shares (as defined in the Business Combination Agreement). While the Earnout Shares are legally issued, they are subject to forfeiture based on vesting conditions not being met. (See Note 13).
[7]	Reflects the receipt of $10,075,002 of PIPE proceeds resulting in issuance of 1,077,541 shares with the corresponding impact of $108 in Combined Company Common Stock and the balance impact being booked to additional paid-in capital.
[8]	Includes 127,777 shares of Combined Company Common Stock issued to GPAC II shareholders entering into NRAs.

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

RELATED PARTY TRANSACTIONS

ACCOUNTING FOR WARRANTS LIABILITY (Details Narrative) - USD ($)	3 Months Ended	7 Months Ended	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Dec. 31, 2023
Subsidiary, Sale of Stock [Line Items]
Warrants exercise price	$ 11.50		$ 11.50
Warrants outstanding	10,430,800		10,430,800
Proceeds from warrants exercises			$ 1,561,655
Warrants description			Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants in whole and not in part at a price of $0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the last sale price of the Common Stock equals or exceeds $18.00 per share for any 20 trading days within the 30-trading day period ending on the third trading day before the Company sends the notice of redemption to the Public Warrant holders, and that certain other conditions are met. Once the Public Warrants become exercisable, the Company may also redeem the outstanding Public Warrants in whole and not in part at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the closing price of the common stock equals or exceeds $10.00 per share on the trading day prior to the date on which the Company sends the notice of redemption, and that certain other conditions are met. If the closing price of the common stock is less than $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders, the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants.
Public Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Warrants exercise price	$ 11.50		$ 11.50
Warrants outstanding	4,864,133		4,864,133
Warrants exercised	135,796
Proceeds from warrants exercises	$ 1,561,655
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Warrants outstanding	5,566,667		5,566,667

Cover - $ / shares	9 Months Ended
Cover - $ / shares	Sep. 30, 2024	Nov. 12, 2024
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-39875
Entity Registrant Name	STARDUST POWER INC.
Entity Central Index Key	0001831979
Entity Tax Identification Number	99-3863616
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	15 E. Putnam Ave
Entity Address, Address Line Two	Suite 378
Entity Address, City or Town	Greenwich
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06830
City Area Code	(800)
Local Phone Number	742-3095
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		47,936,140
Entity Listing, Par Value Per Share	$ 0.0001
Common Stock, par value $0.0001 per share
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	SDST
Security Exchange Name	NASDAQ
Redeemable warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50
Trading Symbol	SDSTW
Security Exchange Name	NASDAQ

- Details

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Period Type:

RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2024

NOTE 13 – RELATED PARTY TRANSACTIONS

Legacy Stardust Power entered into a service agreement with VIKASA Capital Partners LLC (“VCP”) on March 16, 2023, for services associated with setting up a lithium refinery. VCP provides formation and organization structure advisory, capital market advisory, marketing advisory services and other consulting and advisory services with respect to the Company’s organization. Under the service agreement and subsequent amendments, VCP can be compensated for advisory services up to total of $1,050,000, of which $980,000 has been incurred as of September 30, 2023.

Stardust Power Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

On March 16, 2023, Legacy Stardust Power entered into a consulting agreement with 7636 Holdings LLC, which was subsequently amended on April 1, 2023, and also separately entered into an agreement with VIKASA Capital LLC. The agreement primarily provides compensation for strategic, business, financial, operations and industry advisory services to the Company’s planned development of a lithium refinery operation.

The Company incurred the following expenses with related parties, which were all affiliates of the Company:

	September 30, 2024		September 30, 2023		Nine Months Ended September 30, 2024		Period from March 16, 2023 (inception) through September 30, 2023
	Three months ended
	September 30, 2024		September 30, 2023		Nine Months Ended September 30, 2024		Period from March 16, 2023 (inception) through September 30, 2023

Consulting expenses under contract due to:
VIKASA Capital Partners LLC	$	-	$	-	$	-	$	980,000
7636 Holdings LLC		-		79,000		-		180,806
VIKASA Capital LLC		-		68,497		-		146,129
Total consulting expenses		-		147,497		-		1,306,935

Other expenses paid on the Company’s behalf due to:
VIKASA Capital LLC		-		-		-		34,318
VIKASA Capital Partners LLC		-		-		-		9,868
Total other expenses paid on the Company’s behalf		-		-		-		44,186

Total	$	-	$	147,497		-	$	1,351,121

As of September 30, 2023, $1,126,129 expenses were paid and $224,992 was due to related parties. During the period from March 16, 2023 (inception) through September 30, 2023, the Company provided shares to shareholders in exchange for a subscription of $90. The Company received the $90 on June 14, 2023. As at September 30, 2024 and December 31, 2023, no amounts were due to related parties of the Company.

Legacy Stardust Power entered into notes payable agreement of $1,000,000 with the following related parties, which were all affiliates of the Company:

SCHEDULE OF RELATED PARTIES

	September 30, 2024		September 30, 2023		Nine Months Ended September 30, 2024		Period from March 16, 2023 (inception) through September 30, 2023
	Three months ended
	September 30, 2024		September 30, 2023		Nine Months Ended September 30, 2024		Period from March 16, 2023 (inception) through September 30, 2023


Energy Transition Investors LLC	$	-	$	-	$	-	$	750,000
VIKASA Clean Energy I LP		-		-		-		160,000
Roshan Pujari		-		-		-		90,000
Notes obtained from related parties		-		-		-		1,000,000

VIKASA Capital LLC facilitated the initial funding of the notes obtained on behalf of the related parties. As of September 30, 2023, $7,111 of interest on these notes was due to related parties. As at September 30, 2024 and December 31, 2023, the Company had repaid all the above notes.

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

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CONVERTIBLE NOTES

9 Months Ended

Sep. 30, 2024

Convertible Notes

CONVERTIBLE NOTES

NOTE 9 – CONVERTIBLE NOTES

On April 24, 2024, Legacy Stardust Power entered into a convertible equity agreement (“convertible notes”) for $2,000,000 with AIGD. Further, the Company entered into separate convertible equity agreements with other individuals for a total of $100,000 in April 2024, based on similar terms to the AIGD convertible equity agreement. The convertible notes were classified as a liability based on evaluating characteristics of the instrument and were presented at fair value as a non-current liability in the Company’s unaudited condensed consolidated balance sheets as at June 30, 2024. The estimated fair value of the convertible notes considered the timing of issuance and whether there were changes in the various scenarios since issuance. The convertible notes had no interest rate or maturity date, no description of dividend and no participation rights. The liquidation preference of the convertible notes was junior to other outstanding indebtedness and creditor claims, on par with payments for other SAFE notes and/or preferred equity, and senior to payments for other equity of the Company that is not convertible and/or pari preferred equity.

Pursuant to the consummation of the Business Combination and in accordance with the terms of the convertible equity agreements, the convertible notes converted into 257,216 shares of the Company’s Common Stock and therefore no further fair valuation was required as at September 30, 2024.

Stardust Power Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2024

Deferred Transaction Costs

Basis of Presentation

Basis of Presentation

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

Use of Estimates

Use of Estimates

Emerging Growth Company

Emerging Growth Company

Going Concern

Going Concern

Stardust Power Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Summary of Significant Accounting Policies

Net Loss per Share

Net Loss per Share

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

	Three months ended
	September 30, 2024			September 30, 2023			Nine months ended September 30, 2024			Period from March 16, 2023 (inception) through September 30, 2023

Numerator:
Net loss	$	(10,092,312	)	$	(843,800	)	$	(14,185,887	)	$	(2,828,585	)
Denominator:
Weighted average shares outstanding		45,171,254			40,453,289			41,694,909			40,367,188
Net loss per share, basic and diluted	$	(0.22	)	$	(0.02	)	$	(0.34	)	$	(0.07	)

SCHEDULE OF ANTI-DILUTIVE EFFECT

	September 30, 2024		September 30, 2023
Unvested common stock – restricted shares (Note 5)		125,411		893,985
Restricted Stock options		851,655		-
Restricted Stock Units		3,281,911		-
Performance Stock units		506,596		-
Sponsor Earnout Shares (Note 3)*		-		-
Public warrants		4,864,133		-
Private placement warrants		5,566,667		-

Stardust Power Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Deferred Transaction Costs

Commitments and Contingencies

Commitments and Contingencies

Pre-Acquisition Capital Project Costs

Pre-Acquisition Capital Project Costs

Stardust Power Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Stock-Based Compensation

Stock-Based Compensation

Recently Issued Accounting Pronouncements Not Yet Adopted

Recently Issued Accounting Pronouncements Not Yet Adopted

FAIR VALUE MEASUREMENTS (Details Narrative) - shares		10 Months Ended
FAIR VALUE MEASUREMENTS (Details Narrative) - shares	May 01, 2024	Dec. 31, 2023
SAFE Note [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Conversion of stock, shares converted	636,916	257,216
Convertible Note [Member]
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items]
Conversion of stock, shares converted		636,916

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	7 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2024
Cash flows from operating activities:
Net loss	$ (2,828,585)	$ (14,185,887)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Stock based compensation		7,034,079
Change in fair value of investment in equity securities		150,994
Change in fair value of SAFE notes		955,000
Change in fair value of warrant liability		2,753,964
Change in fair value of convertible notes		471,400
Change in fair value of earnout shares		(1,636,100)
Depreciation expense		1,074
SAFE notes issuance costs	466,302
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(15,000)	(461,575)
Accounts payable	733,998	(4,055,728)
Accrued liabilities and other current liabilities	11,240	458,618
Due to related parties	49,616
Net cash used in operating activities	(1,582,429)	(8,514,161)
Cash flows from investing activities:
Pre-acquisition capital project costs	(25,000)	(726,102)
Investment in other long-term assets		(50,000)
Purchase of computer and equipment		(11,155)
Promissory notes issued		(492,000)
Net cash used in investing activities	(25,000)	(1,279,257)
Cash flows from financing activities:
Proceeds from investor for issuance of SAFE notes	2,000,000	200,000
Proceeds from investor deposits	1,000,000
Proceeds from issuance of notes payable to related parties	1,000,000
Repayment of notes payable to related parties	(1,000,000)
Proceeds from stock issuance	90
Proceeds from exercise of warrants		1,561,655
Proceeds from issuance of convertible notes		2,100,000
Deferred transaction costs paid		(4,134,056)
Payment of SAFE note issuance cost to related parties	(435,000)
Proceeds from short-term loan		510,000
Repayment of short-term loan		(199,170)
Proceeds from of business combination and issuance of PIPE shares		11,639,088
Repayment of sponsor promissory notes		(1,562,834)
Repurchase of unvested shares		(6,003)
Net cash provided by financing activities	2,565,090	10,108,680
Net (decrease)/ increase in cash	957,661	315,262
Cash at the beginning of the period		1,271,824
Cash at the end of the period	957,661	1,587,086
Supplemental disclosure for cash flow information:
Interest paid	7,111	8,814
Supplemental disclosure of non-cash investing and financing activities:
Unpaid deferred transaction costs		3,470,991
Conversion of legacy SAFE notes		64
Conversion of legacy convertible notes		26
Sponsor earnout share liability		4,608,900
Issuance of common stock to Sponsor		400
Net liabilities assumed upon closing of business combination		14,638,315
Issuance of common stock to non-redeeming shareholders		13
Unpaid SAFE note issuance costs	31,302
Unpaid pre-acquisition capital project costs		$ 846,385

Schedule of Warrant Liabilities that are Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Recurring [Member]	Sep. 30, 2024 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	$ 4,693,859
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	2,188,859
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	2,505,000
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability
Public Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	2,188,859
Public Warrants [Member] \| Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	2,188,859
Public Warrants [Member] \| Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability
Public Warrants [Member] \| Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability
Private Placement [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	2,505,000
Private Placement [Member] \| Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability
Private Placement [Member] \| Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	2,505,000
Private Placement [Member] \| Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability

PROMISSORY NOTES (Details Narrative) - Three Related Party [Member] - USD ($)	Dec. 31, 2025	Sep. 30, 2024	Dec. 31, 2023	Mar. 31, 2023
Defined Benefit Plan Disclosure [Line Items]
Notes payable		$ 840,000	$ 160,000	$ 1,000,000
Debt instrument, interest rate				3.71%
Forecast [Member]
Defined Benefit Plan Disclosure [Line Items]
Notes payable	$ 840,000

SCHEDULE OF COMPENSATION EXPENSE FOR RESTRICTED STOCK UNITS (Details) - USD ($)

3 Months Ended

7 Months Ended

9 Months Ended

Sep. 30, 2024

Sep. 30, 2023

Sep. 30, 2024

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Restricted Stock Units (RSUs) [Member]

^[1]

$ 8,980,965

$ 778,455

$ 1,902,653

$ 11,483,389

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Restricted Stock Units (RSUs) [Member] | 2024 Equity Incentive Plan [Member]

5,765,425

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Performance Shares [Member] | 2024 Equity Incentive Plan [Member]

1,082,031

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

$ 46,678

[1]	Includes related party amounts of $Nil and $147,497 for the three months ended September 30, 2024 and 2023, respectively and $Nil and $771,935 for the nine months ended September 30, 2024 and from March 16, 2023 to September 30, 2023, respectively.

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

SCHEDULE OF ASSUMPTIONS UNDER THE MONTE CARLO MODEL (Details)	Sep. 30, 2024
Measurement Input, Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value assumptions	9.74
Measurement Input, Share Price [Member] \| Sponsor [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value assumptions	8.14
Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected term (years)	8 years
Measurement Input, Expected Term [Member] \| Sponsor [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected term (years)	7 years 9 months 7 days
Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value assumptions	60.00
Measurement Input, Price Volatility [Member] \| Sponsor [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value assumptions	60.00
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value assumptions	4.25
Measurement Input, Risk Free Interest Rate [Member] \| Sponsor [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value assumptions	3.71
Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value assumptions	0.00
Measurement Input, Expected Dividend Rate [Member] \| Sponsor [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value assumptions	0.00

SCHEDULE OF ANTI-DILUTIVE EFFECT (Details) - shares

7 Months Ended

9 Months Ended

Sep. 30, 2023

Sep. 30, 2024

Unvested common stock – restricted shares (Note 5)

893,985

125,411

Restricted Stock options

851,655

Restricted Stock Units

3,281,911

Performance Stock units

506,596

Sponsor Earnout Shares (Note 3)

^[1]

Public warrants

4,864,133

Private placement warrants

5,566,667

[1]	The Sponsor Earnout Shares (as defined in the Business Combination Agreement) were not included for purposes of calculating the number of diluted shares outstanding as of September 30, 2024, as the Sponsor earnout shares remain contingently forfeitable, as the conditions have not been met

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Current assets
Cash	$ 1,587,086	$ 1,271,824
Prepaid expenses and other current assets	1,024,850	426,497
Deferred transaction costs	199,724	1,005,109
Promissory notes issued	495,397
Total current assets	3,307,057	2,703,430
Computer and equipment, net	14,830	1,968
Pre-acquisition capital project costs	1,937,487	100,000
Investment in equity securities	67,562	218,556
Other long-term assets	50,000
Total assets	5,376,936	3,023,954
Current liabilities
Accounts payable	6,494,165	1,256,792
Accrued liabilities and other current liabilities	4,129,258	208,107
Current portion of early exercised shares option liability	4,408	2,990
Short-term loan	383,797	72,967
Total current liabilities	11,011,628	1,540,856
SAFE notes		5,212,200
Warrant liability	4,693,859
Earnout liability	2,972,800
Early exercised shares option liability	3,259	5,660
Total liabilities	18,681,546	6,758,716
Commitments and contingencies (Note 2)
Stockholders’ equity (deficit)
Preferred stock, $0.0001 par value, 100,000,000 and Nil shares authorized, Nil shares issued and outstanding as at September 30, 2024 and December 31, 2023
Common stock, $0.0001 par value, 700,000,000 and 69,033,000 shares authorized, 47,872,445 and 41,499,772 shares issued and outstanding as at September 30, 2024 and December 31, 2023, respectively	4,573	4,023
Additional paid-in capital	29,741,789	54,800
Accumulated deficit	(43,050,972)	(3,793,585)
Total stockholders’ deficit	(13,304,610)	(3,734,762)
Total liabilities and stockholders’ deficit	$ 5,376,936	$ 3,023,954

SCHEDULE OF COMPENSATION EXPENSE FOR STOCK OPTION (Details) - USD ($)

3 Months Ended

7 Months Ended

9 Months Ended

Sep. 30, 2024

Sep. 30, 2023

Sep. 30, 2024

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

2023 Equity Incentive Plan [Member]

^[1]

$ 8,980,965

$ 778,455

$ 1,902,653

$ 11,483,389

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

$ 22,221

$ 139,945

[1]	Includes related party amounts of $Nil and $147,497 for the three months ended September 30, 2024 and 2023, respectively and $Nil and $771,935 for the nine months ended September 30, 2024 and from March 16, 2023 to September 30, 2023, respectively.

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

SCHEDULE OF ELEMENTS OF BUSINESS COMBINATION (Details)	3 Months Ended
SCHEDULE OF ELEMENTS OF BUSINESS COMBINATION (Details)	Sep. 30, 2024 USD ($)
Reverse Recapitalization
Cash proceeds from GPAC II, net of redemptions	$ 1,564,086
Cash proceeds from PIPE financing	10,075,002
Less: Cash payment of assumed liabilities of GPAC II	(921,493)
Less: Settlement of sponsor promissory notes	(1,562,834)
Net cash proceeds upon closing of the Business Combination and PIPE financing	9,154,761
Less: Non-cash net liabilities assumed from GPAC II	(14,638,215)
Net charge to additional paid-in-capital as a result of the Business Combination reported in stockholder’s (deficit)	$ (5,483,454)

SCHEDULE OF ESTIMATED GRANT DATE FAIR VALUE OF PSU (Details) - $ / shares		9 Months Ended
	Sep. 17, 2024	Sep. 30, 2024	Jul. 08, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Fair Value of Common Stock			$ 10.00
Contractual terms (years)		6 months
Performance Shares [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Fair Value of Common Stock	$ 11.62
Selected Volatility	60.00%
Risk-free interest rate	3.42%
Contractual terms (years)	3 years

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

ACCOUNTING FOR WARRANTS LIABILITY

ACCOUNTING FOR WARRANTS LIABILITY

9 Months Ended

Sep. 30, 2024

Accounting For Warrants Liability

NOTE 6 – ACCOUNTING FOR WARRANTS LIABILITY

The Company established the initial fair value of the Private Placement and Public Warrants on July 8, 2024, the date of consummation of the Business Combination, and revalued the warrants on September 30, 2024. Each Warrant entitles the holder to purchase one share of Common Stock at $11.50 per share. For additional terms refer to the Company’s Registration Statement on Form S-4/A filed with the SEC on May 8, 2024. At September 30, 2024 and December 31, 2023, there were 10,430,800 and Nil warrants, outstanding respectively, including 4,864,133 Public Warrants and 5,566,667 Private Placement Warrants outstanding at September 30, 2024 and Nil Public and Private Placement Warrants outstanding at December 31, 2023. During the three months ended September 30, 2024, 135,796 Public Warrants were exercised at a price of $11.50, generating proceeds of $1,561,655.

Each Warrant entitles the holder to purchase one share of Common Stock at $11.50 per share. Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants in whole and not in part at a price of $0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the last sale price of the Common Stock equals or exceeds $18.00 per share for any 20 trading days within the 30-trading day period ending on the third trading day before the Company sends the notice of redemption to the Public Warrant holders, and that certain other conditions are met. Once the Public Warrants become exercisable, the Company may also redeem the outstanding Public Warrants in whole and not in part at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the closing price of the common stock equals or exceeds $10.00 per share on the trading day prior to the date on which the Company sends the notice of redemption, and that certain other conditions are met. If the closing price of the common stock is less than $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders, the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants.

The Company, in no event later than twenty (20) Business Days after the closing of its initial Business Combination, shall use its commercially reasonable efforts to file with the Commission a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the warrants. The Company shall use its commercially reasonable efforts to cause the same to become effective within sixty (60) Business Days following the closing of its initial Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of this Agreement.

If any such registration statement has not been declared effective by the sixtieth (60th) Business Day following the closing of the Business Combination, holders of the warrants shall have the right, during the period beginning on the sixty-first (61st) Business Day after the closing of the Business Combination and ending upon such registration statement being declared effective by the Commission, and during any other period when the Company shall fail to have maintained an effective registration statement covering the issuance of the Ordinary Shares issuable upon exercise of the warrants, to exercise such warrants on a “cashless basis,” by exchanging the warrants (in accordance with Section 3(a)(9) of the Securities Act or another exemption) for that number of Ordinary Shares equal to the lesser of:

(A) the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the warrants, multiplied by the excess of the Fair Market Value less the warrant Price by (y) the Fair Market Value and

(B) 0.361 per warrant (“a settlement cap” for accounting purposes).

The Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants. However, the Private Placement Warrants are not redeemable by the Company as long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants.

The Company’s warrants are not indexed to the Company’s Common Stock in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. Further, there is a settlement cap for Public Warrants, and Private Placement Warrants upon transfer from Sponsor or permitted transferees to other holders, if the holder elects to exercise warrants on a cashless basis if the Company fails to maintain an effective registration statement covering the Common Stock issuable upon warrant exercises throughout the term of the warrants. Maintenance of an effective registration statement is not an input to the fair value option model for a fixed-for-fixed option or forward. As such, the Company’s warrants are accounted for as derivative warrant liabilities which are required to be valued at fair value at each reporting period.

Description	At September 30, 2024		Quoted price in active markets (level 1)		Significant other observable input (level 2)		Significant other unobservable input (level 3)
Warrant liabilities
Public warrants	$	2,188,859	$	2,188,859	$	-	$	-
Private placement warrants		2,505,000		-		2,505,000		-
Warrant liability	$	4,693,859	$	2,188,859	$	2,505,000	$	-

At September 30, 2024 the Company valued its Public Warrants by reference to the publicly traded price of the Public Warrants. The Company valued its Private Placement Warrants based on the closing price of the Public Warrants since they are similar instruments.

The warrant liabilities are not subject to qualified hedge accounting. The Company’s policy is to record transfers between levels at the end of the reporting period. There were no transfers during the three and nine months ended September 30, 2024.

SIMPLE AGREEMENT FOR FUTURE EQUITY (SAFE NOTES) (Details Narrative) - USD ($)

10 Months Ended

May 01, 2024

Mar. 21, 2024

Nov. 18, 2023

Dec. 31, 2023

Sep. 30, 2024

Feb. 23, 2024

Nov. 20, 2023

Sep. 30, 2023

Jun. 06, 2023

Cash received additionally from single investor

$ 1,587,086

Cash received from single investor

^[1]

$ 218,556

67,562

Preferred Stock, Value, Issued

Fair value of SAFE notes

$ 5,212,200

$ 2,972,800

SAFE Note [Member]

Conversion of stock, shares converted

636,916

257,216

Fair value of SAFE notes

$ 5,212,200

SAFE Note [Member] | Financing Commitment and Equity Line of Credit Agreement [Member] | American Investor Group Direct LLC [Member]

Stock option, down round feature, increase (decrease) in equity, amount

$ 15,000,000

SAFE Note [Member] | Preferred Stock [Member]

Original and new issuance discount rate percentage

20.00%

SAFE Note [Member] | Call Option [Member]

Preferred Stock, Value, Issued

$ 25,000,000

SAFE Note [Member] | Nonrelated Party [Member]

Cash received additionally from single investor

2,000,000

$ 2,000,000

Deposit received

$ 1,000,000

Cash received from single investor

$ 3,000,000

Third SAFE Note [Member] | Investor [Member]

Cash received additionally from single investor

$ 200,000

[1]	These represent equity investments with a readily determinable fair value. The Company has measured its investments to fair value in accordance with ASC 321, Investments-Equity Securities, based on quoted prices in active markets.

SCHEDULE OF EXPENSES WITH RELATED PARTIES (Details) - USD ($)	3 Months Ended		7 Months Ended	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2023	Sep. 30, 2024
Related Party Transaction [Line Items]
Total consulting expenses		$ 147,497	$ 1,306,935
Total other expenses paid on the Company’s behalf			44,186
Total		147,497	1,351,121
Vikasa Capital Partners LLC [Member]
Related Party Transaction [Line Items]
Total consulting expenses			980,000
Total other expenses paid on the Company’s behalf			9,868
7636 Holdings LLC [Member]
Related Party Transaction [Line Items]
Total consulting expenses		79,000	180,806
VIKASA Capital LLC [Member]
Related Party Transaction [Line Items]
Total consulting expenses		68,497	146,129
Total other expenses paid on the Company’s behalf			$ 34,318

STOCK BASED COMPENSATION (Tables)

9 Months Ended

Sep. 30, 2024

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

SCHEDULE OF RESTRICTED STOCK ACTIVITY

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

SCHEDULE OF RESTRICTED STOCK ACTIVITY

	Restricted Stock
	Number of shares			Weighted Average Grant-Date Fair Value
Unvested as of December 31, 2023		313,528			0.000002
Granted		-			-
Vested		(188,117	)		0.000002
Forfeited		-			-
Unvested as of September 30, 2024		125,411		$	0.000002

SCHEDULE OF STOCK OPTION ACTIVITY

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

SCHEDULE OF STOCK OPTION ACTIVITY

	Number of shares			Weighted Average Grant-Date Fair Value
Unvested as at December 31, 2023		1,326,979			0.57
Granted		-			-
Vested		(219,644	)		0.57
Forfeited		(255,680	)		0.60
Unvested as at September 30, 2024		851,655			0.56

SCHEDULE OF COMPENSATION EXPENSE FOR RESTRICTED STOCK UNITS

The compensation expense for stock options was as follows:

Three months ended

September 30, 2024

September 30, 2023

Nine months ended

September 30, 2024

Period from

March 16, 2023

(inception) through

September 30, 2023

General and administrative expenses

22,221

139,945

SCHEDULE OF FAIR VALUE ASSUMPTIONS

	2023
Expected option life (years)		5.07 - 5.93 years
Expected volatility		60% - 70	%
Risk-free interest rate at grant date		3.84 - 3.86	%
Dividend yield		0	%

2024 Equity Incentive Plan [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

SCHEDULE OF RESTRICTED STOCK ACTIVITY

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

SCHEDULE OF RESTRICTED STOCK ACTIVITY

	Number of shares			Weighted Average Grant-Date Fair Value
Unvested as at December 31, 2023		-			-
Granted		1,578,296			11.62
Vested		(74,000	)		11.62
Forfeited		-			-
Unvested as at September 30, 2024		1,504,296			11.62

SCHEDULE OF COMPENSATION EXPENSE FOR RESTRICTED STOCK UNITS

The compensation expense for RSUs was as follows:

Three months ended

September 30, 2024

September 30, 2023

Nine months ended

September 30, 2024

Period from

March 16, 2023

(inception) through

September 30, 2023

General and administrative expenses

1,082,031

SCHEDULE OF ESTIMATED GRANT DATE FAIR VALUE OF PSU

The estimated grant date fair value of the PSUs was determined using a Monte Carlo simulation valuation model. Assumptions used in the valuation were as follows:

	Assumptions
Fair value of Common Stock	$	11.62
Selected volatility		60	%
Risk-free interest rate		3.42	%
Contractual terms (years)		3.0

SCHEDULE OF PERFORMANCE SHARES UNITS ACTIVITY

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

	Number of shares		Weighted Average Grant-Date Fair Value
Unvested as at December 31, 2023		-		-
Granted		506,596		6.73
Vested		-		-
Forfeited		-		-
Unvested as at September 30, 2024		506,596		6.73

SCHEDULE OF COMPENSATION EXPENSE FOR RESTRICTED STOCK UNITS

The compensation expense for PSUs was as follows:


	Three months ended
	September 30, 2024		September 30, 2023		Nine months ended September 30, 2024		Period from March 16, 2023 (inception) through September 30, 2023
General and administrative expenses		46,678		-		46,678		-

Restricted Stock Units (RSUs) [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

SCHEDULE OF RESTRICTED STOCK ACTIVITY

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

SCHEDULE OF RESTRICTED STOCK ACTIVITY

	Number of shares			Weighted Average Grant-Date Fair Value
Unvested as at December 31, 2023		-			-
Granted		2,024,985			8.80
Vested		(247,370	)		8.41
Forfeited		-			-
Unvested as at September 30, 2024		1,777,615			8.85

SCHEDULE OF COMPENSATION EXPENSE FOR RESTRICTED STOCK UNITS

The compensation expense for RSUs was as follows:

Three months ended

September 30, 2024

September 30, 2023

Nine months ended

September 30, 2024

Period from

March 16, 2023

(inception) through

September 30, 2023

General and administrative expenses

5,765,425

REVERSE RECAPITALIZATION (Details Narrative) - USD ($)

1 Months Ended

3 Months Ended

8 Months Ended

9 Months Ended

Jul. 08, 2024

Jan. 31, 2024

Sep. 30, 2024

Jul. 08, 2024

Sep. 30, 2024

Dec. 31, 2023

Nov. 20, 2023

^[2],[3]

Ordinary shares, outstanding

47,736,650

47,872,445

47,736,650

47,872,445

41,499,772

Ordinary shares, par value

$ 0.0001

Fair value of earnout share arrangement amount

10,430,800

$ 25,071,000

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

$ 9,154,761

Transaction costs

7,501,223

$ 7,501,223

Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights

As part of the closing of the Business Combination, the Company issued 1,000,000 shares to Global Partner Sponsor II, LLC (the “Sponsor”). These shares are subject to vesting (or forfeiture) based on achieving certain trading price thresholds following the closing (“Sponsor Earnout Shares”). Fifty percent of the Sponsor Earnout Shares will vest when the VWAP of the Common Stock price equals or exceeds $12.00 per share for a period of 20 trading days in a 30 trading day period, and the remaining fifty percent of the Sponsor Earnout Shares will vest when the VWAP of the Common Stock price equals or exceeds $14.00 per share for a period of 20 trading days in a 30 trading day period. There are no service conditions or any requirement for the participants to provide goods or services in order to vest in the Sponsor Earnout Shares. Accordingly, we determined that the Sponsor Earnout Shares are not within the scope of ASC 718. The accounting for the Sponsor Earnout Shares was evaluated under ASC Topic 480, “Distinguishing Liabilities from Equity”, and ASC Subtopic 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, to determine if the Sponsor Earnout Shares should be classified as a liability or within equity. As part of the analysis, it was determined that the Sponsor Earnout Shares subject to vesting are freestanding from other shares of Combined Company Common Stock held by the Sponsor and do not meet the criteria in ASC 815-40 to be considered indexed to the Combined Company Common Stock, due to the settlement provisions including a change in control component which could impact the number of the Sponsor Earnout Shares are ultimately settled for, which is not an input to a fixed-for-fixed option pricing model. As a result, the Sponsor Earnout Shares will be classified as a liability. Subsequent changes in the fair value of the Sponsor Earnout shares will be reflected in the consolidated statement of operations.

Ordinary shares, outstanding

^[1]

$ 2,972,800

Common Class A [Member]

9,017,300

Issuance of common stock, shares

127,777

Private Warrants [Member]

5,566,667

Public Warrants [Member]

4,999,929

Global Partner Acquisition Corp II [Member]

10,566,596

Ordinary shares, outstanding

47,736,650

42,393,905

Global Partner Acquisition Corp II [Member] | Sponsor [Member]

5,000,000

Issuance of common stock, shares

1,000,000

^[4],[5]

4,000,000

[1]	For Level 3 earnout liability, the Company assesses the fair value of expected earnout liability at each reporting period using the Monte Carlo Method, which is consistent with the initial measurement of the expected earnout consideration. This fair value measurement is considered a Level 3 measurement because the Company estimates projections during the earnout period utilizing various potential pay-out scenarios. The Monte Carlo simulation method repeats a process thousands of times in an attempt to predict all the possible future outcomes. At the end of the simulation, several random trials produce a distribution of outcomes that are then analyzed to determine the average present value of earnout. Change in the fair value of earnout liability is reflected in our unaudited condensed consolidated statements of operations.
[2]	Includes (i) 894,132 shares of Combined Company Common Stock issued in exchange for shares of Legacy Stardust Power Common Stock with the conversion of the SAFE notes and convertible equity agreements and (ii) 41,499,772 shares of Combined Company Common Stock issued in accordance with the Business Combination Agreement underlying the Exchanged Company Restricted Common Stock.
[3]	Includes eight shareholders, whose shares are not subject to lock-up or transfer restrictions.
[4]	Excludes 5,566,667 Private Placements Warrants that converted automatically into a whole warrant exercisable for one share of Common Stock.
[5]	Includes 1,000,000 Sponsor Earnout Shares (as defined in the Business Combination Agreement). While the Earnout Shares are legally issued, they are subject to forfeiture based on vesting conditions not being met. (See Note 13).

COMMON STOCK (Details Narrative) - $ / shares	Sep. 30, 2024	Jul. 08, 2024	Dec. 31, 2023
Class of Stock [Line Items]
Common stock, shares authorized	700,000,000		69,033,000
Preferred stock, shares authorized	100,000,000
Ordinary shares, par value	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares issued	47,872,445		41,499,772
Common stock, shares outstanding	47,872,445	47,736,650	41,499,772
Restricted Stock Units (RSUs) [Member]
Class of Stock [Line Items]
Common stock, shares issued	321,370
Common stock, shares outstanding	321,370
Common Stock [Member]
Class of Stock [Line Items]
Common stock, shares outstanding	47,872,445

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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Organization, Consolidation and Presentation of Financial Statements [Abstract]

DESCRIPTION OF THE COMPANY

9 Months Ended

Sep. 30, 2024

DESCRIPTION OF THE COMPANY

NOTE 1 – DESCRIPTION OF THE COMPANY

Nature of Business

Stardust Power Inc. (the “Company”, “Stardust Power”) formerly known as Global Partner Acquisition Corp II, a Delaware corporation, is an American developer of battery grade lithium products, designed to foster energy independence in the United States. While the Company has not earned any revenue yet, the Company is in the process of developing a strategically central, lithium refinery capable of producing up to 50,000 tons per annum of battery grade lithium.

Business Combination

On November 21, 2023, Stardust Power Operating Inc (f/k/a Stardust Power Inc. prior to the consummation of the Business Combination, “Legacy Stardust Power”) entered into a business combination agreement (the “Business Combination Agreement”) with Global Partner Acquisition Corp II (“GPAC II”), a Cayman Islands exempted company incorporated on November 3, 2020, Strike Merger Sub I, Inc. (“First Merger Sub”), a Delaware corporation and direct wholly owned subsidiary of GPAC II, and Strike Merger Sub II LLC (“Second Merger Sub”), a Delaware limited liability company and direct wholly owned subsidiary of GPAC II. On July 8, 2024, former Stardust Power Inc. was renamed Stardust Power Operating Inc.

On July 8, 2024 (the “Closing Date”), Legacy Stardust Power completed the business combination contemplated by the Business Combination Agreement (the “Business Combination”). GPAC II deregistered as a Cayman Islands exempted company and domesticated in the State of Delaware as a Delaware corporation. As per the Business Combination Agreement, First Merger Sub merged into Legacy Stardust Power, with Legacy Stardust Power being the surviving corporation (the effective time of such merger being the “First Effective Time”). Legacy Stardust Power then merged into Second Merger Sub, with Second Merger Sub being the surviving entity. Upon the completion of the Business Combination, GPAC II was renamed Stardust Power Inc. (also referred to herein as the “Combined Company” or “Stardust Power”).

The common stock (the “Common Stock”) and warrants of the Company are currently listed on the Nasdaq Global Market (“Nasdaq”) under the symbol “SDST” and “SDSTW”, respectively.

As per the Business Combination Agreement:

●	Each share of common stock of Legacy Stardust Power (“Legacy Stardust Power Common Stock”) issued and outstanding immediately prior to the First Effective Time converted into the right to receive the number of shares of combined company (“Newco”) common stock (“Newco Stock”) equal to the merger consideration divided by the number of shares of the Company fully diluted stock (“per share consideration”).
●	Each outstanding option to purchase Legacy Stardust Power Common Stock (each a “Legacy Stardust Power Option”), whether vested or unvested, automatically converted into an option to purchase a number of shares of Newco Stock equal to the number of shares of Newco Stock subject to such Legacy Stardust Power Option immediately prior to the First Effective Time multiplied by the per share consideration.
●	Each share of Legacy Stardust Power Restricted Stock (as defined in the Business Combination Agreement) outstanding immediately prior to the First Effective Time converted into a number of shares of Newco Stock equal to the number of shares of Legacy Stardust Power Common Stock subject to such Stardust Power Restricted Stock multiplied by the per share consideration (the “Exchanged Company Restricted Common Stock”).
●	All outstanding redeemable public warrants and private warrants of GPAC II representing the right to purchase one Class A ordinary share were adjusted to represent the right to purchase one share of the Newco Stock
●	All outstanding GPAC Class A (after redemptions) and Class B common shares were cancelled and converted into shares of the Newco Stock.
●	As consideration for certain Class A ordinary shareholders entering into non-redemption agreements (“NRAs”) agreeing not to redeem or to reverse any redemption demands previously submitted, the Company issued 127,777 ordinary shares of Stardust Power at a price per share of approximately $10.00 per share at closing of the Business Combination.
●	Additionally, the Combined Company issued one million shares of Newco Stock to the Sponsor as additional merger consideration that vest in the event that prior to the eighth anniversary of the closing of the Business Combination. Fifty percent of the Sponsor Earnout Shares will vest when the volume-weighted average price (“VWAP”) of the Common Stock price equals or exceeds $12.00 per share for a period of 20 trading days in a 30 trading day period, and the remaining fifty percent of the Sponsor Earnout Shares will vest when the VWAP of the Common Stock price equals or exceeds $14.00 per share for a period of 20 trading days in a 30 trading day period, or are otherwise forfeited.
●	Additionally, the Combined Company will issue five million shares of Newco Stock to the holders of Legacy Stardust Power as additional merger consideration that vest in the event that prior to the eighth anniversary of the closing of the Business Combination, the volume-weighted average price of Company Common Stock is greater than or equal to $12.00 per share for a period of 20 trading days in any 30-trading-day period or there is a change of control, or are otherwise forfeited.
●	Immediately prior to the closing of the Business Combination, the SAFE notes automatically converted into the 138,393 shares of Legacy Stardust Power Common Stock.
●	Immediately prior to the closing of the Business Combination, the convertible notes automatically converted into 55,889 shares of Legacy Stardust Power Common Stock.
●	Stardust Power issued 1,077,541 shares of Common Stock in exchange for $10,075,002 of cash in accordance with the terms of the PIPE Subscription Agreement (“PIPE”) in connection with the Business Combination.

The Business Combination was accounted for as a reverse recapitalization. Under this method of accounting, GPAC II has been treated as the acquired company for financial statement reporting purposes (refer to Note 3).

Stardust Power Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] $ in Thousands, shares in Millions	1 Months Ended
	Nov. 30, 2024 USD ($) shares
Subsequent Event [Line Items]
Investments \| $	$ 1,650
Stock issued during period shares in investment \| shares	10.0

REVERSE RECAPITALIZATION (Tables)

9 Months Ended

Sep. 30, 2024

SCHEDULE OF ASSUMPTIONS UNDER THE MONTE CARLO MODEL

The Earnout Shares were valued using the following assumptions under the Monte Carlo Model that assumes optimal exercise of the Company’s redemption option at the earliest possible date:

Market price of public stock	$	9.74
Expected term (years)		8 years
Volatility		60.00	%
Risk-free interest rate		4.25	%
Dividend rate		0.00	%

SCHEDULE OF COMMON STOCK ISSUED AND OUTSTANDING

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


Stardust Power rollover equity ⁽¹⁾⁽²⁾			42,393,905
GPAC II public shareholders ⁽³⁾⁽⁴⁾			137,427
Sponsor ⁽⁵⁾⁽⁶⁾			4,000,000
PIPE ⁽⁷⁾			1,077,541
Non-redemption shares ⁽⁸⁾			127,777
Total Shares issued and Outstanding			47,736,650

⁽¹⁾	Includes eight shareholders, whose shares are not subject to lock-up or transfer restrictions.
⁽²⁾	Includes (i) 894,132 shares of Combined Company Common Stock issued in exchange for shares of Legacy Stardust Power Common Stock with the conversion of the SAFE notes and convertible equity agreements and (ii) 41,499,772 shares of Combined Company Common Stock issued in accordance with the Business Combination Agreement underlying the Exchanged Company Restricted Common Stock.
⁽³⁾	Excludes 4,999,929 Public Warrants that converted automatically into a whole warrant exercisable for one share of Common Stock.
⁽⁴⁾	Reflects the reclassification of $1,564,086 of cash held in trust account, after reversal of redemptions of 2,877 shares at $11.38 per share, post June 30, 2024, resulting in a net increase of $1,564,086, net of redemptions, in cash.
⁽⁵⁾	Excludes 5,566,667 Private Placements Warrants that converted automatically into a whole warrant exercisable for one share of Common Stock.
⁽⁶⁾	Includes 1,000,000 Sponsor Earnout Shares (as defined in the Business Combination Agreement). While the Earnout Shares are legally issued, they are subject to forfeiture based on vesting conditions not being met. (See Note 13).
⁽⁷⁾	Reflects the receipt of $10,075,002 of PIPE proceeds resulting in issuance of 1,077,541 shares with the corresponding impact of $108 in Combined Company Common Stock and the balance impact being booked to additional paid-in capital.
⁽⁸⁾	Includes 127,777 shares of Combined Company Common Stock issued to GPAC II shareholders entering into NRAs.

SCHEDULE OF ELEMENTS OF BUSINESS COMBINATION

	Recapitalization
Cash proceeds from GPAC II, net of redemptions		1,564,086
Cash proceeds from PIPE financing	$	10,075,002
Less: Cash payment of assumed liabilities of GPAC II		(921,493	)
Less: Settlement of sponsor promissory notes	$	(1,562,834	)
Net cash proceeds upon closing of the Business Combination and PIPE financing		9,154,761
Less: Non-cash net liabilities assumed from GPAC II		(14,638,215	)
Net charge to additional paid-in-capital as a result of the Business Combination reported in stockholder’s (deficit)		(5,483,454	)

Sponsor [Member]

SCHEDULE OF ASSUMPTIONS UNDER THE MONTE CARLO MODEL

The Sponsor Earnout Shares were valued using the following assumptions under the Monte Carlo Model that assumes optimal exercise of the Company’s redemption option at the earliest possible date:

	September 30, 2024
Market price of public stock	$	8.14
Expected term (years)		7.77 years
Volatility		60.00	%
Risk-free interest rate		3.71	%
Dividend rate		0.00	%

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

SEGMENT REPORTING

9 Months Ended

Sep. 30, 2024

Segment Reporting [Abstract]

SEGMENT REPORTING

NOTE 12 – SEGMENT REPORTING

The Company reports segment information in the same way management internally organizes the business in assessing performance and making decisions regarding allocation of resources in accordance with ASC 280, “Segment Reporting”. The Company has a single reportable operating segment which operates as a single business platform. In reaching this conclusion, management considered the definition of the Chief Operating Decision Maker (“CODM”), how the business is defined by the CODM, the nature of the information provided to the CODM, how the CODM uses such information to make operating decisions, and how resources and performance are assessed. The Company has a single, common management team and our cash flows are reported and reviewed with no distinct cash flows.

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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SCHEDULE OF EXPENSES WITH RELATED PARTIES

RELATED PARTY TRANSACTIONS (Tables)

9 Months Ended

Sep. 30, 2024

The Company incurred the following expenses with related parties, which were all affiliates of the Company:

	September 30, 2024		September 30, 2023		Nine Months Ended September 30, 2024		Period from March 16, 2023 (inception) through September 30, 2023
	Three months ended
	September 30, 2024		September 30, 2023		Nine Months Ended September 30, 2024		Period from March 16, 2023 (inception) through September 30, 2023

Consulting expenses under contract due to:
VIKASA Capital Partners LLC	$	-	$	-	$	-	$	980,000
7636 Holdings LLC		-		79,000		-		180,806
VIKASA Capital LLC		-		68,497		-		146,129
Total consulting expenses		-		147,497		-		1,306,935

Other expenses paid on the Company’s behalf due to:
VIKASA Capital LLC		-		-		-		34,318
VIKASA Capital Partners LLC		-		-		-		9,868
Total other expenses paid on the Company’s behalf		-		-		-		44,186

Total	$	-	$	147,497		-	$	1,351,121

SCHEDULE OF RELATED PARTIES

	September 30, 2024		September 30, 2023		Nine Months Ended September 30, 2024		Period from March 16, 2023 (inception) through September 30, 2023
	Three months ended
	September 30, 2024		September 30, 2023		Nine Months Ended September 30, 2024		Period from March 16, 2023 (inception) through September 30, 2023


Energy Transition Investors LLC	$	-	$	-	$	-	$	750,000
VIKASA Clean Energy I LP		-		-		-		160,000
Roshan Pujari		-		-		-		90,000
Notes obtained from related parties		-		-		-		1,000,000

Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($)

3 Months Ended

7 Months Ended

9 Months Ended

Sep. 30, 2024

Sep. 30, 2023

Sep. 30, 2024

Defined Benefit Plan Disclosure [Line Items]

General and administrative expenses, related party amount

^[1]

$ 8,980,965

$ 778,455

$ 1,902,653

$ 11,483,389

SAFE notes issuance costs, related party amount

466,302

Other transaction costs, related party amount

35,690

452,519

^[2]

Interest expense including related party amount

8,558

7,111

^[3]

10,637

^[3]

Related Party [Member]

Defined Benefit Plan Disclosure [Line Items]

General and administrative expenses, related party amount

$ 147,497

771,935

SAFE notes issuance costs, related party amount

435,000

Other transaction costs, related party amount

100,000

Interest expense including related party amount

$ 7,111

[1]	Includes related party amounts of $Nil and $147,497 for the three months ended September 30, 2024 and 2023, respectively and $Nil and $771,935 for the nine months ended September 30, 2024 and from March 16, 2023 to September 30, 2023, respectively.
[2]	Includes related party amounts of $Nil and $100,000 for the nine months ended September 30, 2024 and from March 16, 2023 to September 30, 2023, respectively.
[3]	Includes related party amounts of $Nil and $7,111 for the nine months ended September 30, 2024 and from March 16, 2023 to September 30, 2023, respectively.

REVERSE RECAPITALIZATION

9 Months Ended

Sep. 30, 2024

Reverse Recapitalization

REVERSE RECAPITALIZATION

NOTE 3 – REVERSE RECAPITALIZATION

As mentioned above in Note 1, the Business Combination was closed on July 8, 2024 and has been accounted for a reverse recapitalization because Legacy Stardust Power has been determined to be the accounting acquirer pursuant to ASC 805 based on the evaluation of the following facts and circumstances:

	●	Stardust Power shareholders who controlled Legacy Stardust Power prior to the Business Combination, retained the majority voting interest in the Combined Company immediately after the Business Combination;
	●	Legacy Stardust Power has the ability to elect a majority of the members of the Combined Company’s governing body;
	●	Legacy Stardust Power’s senior management makes up the senior management of the Combined Company;
	●	The Combined Company assumed Stardust Power’s name.

Therefore, as there was no change in control, the Business Combination was accounted for as a common control transaction with respect to Legacy Stardust Power along with a reverse recapitalization of the Company. Under the Business Combination, while GPAC II was the legal acquirer, it has been treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination was treated as the equivalent of Legacy Stardust Power issuing stock for the net assets of GPAC II, accompanied by a recapitalization. The net assets of GPAC II have been stated at historical cost, with no goodwill or other intangible assets recorded.

Immediately following the Business Combination, there were 47,736,650 shares of Common Stock outstanding with a par value of $0.0001 per share. The above includes 1,000,000 Sponsor Earnout Shares which were also issued at closing. While the Earnout Shares are legally issued and restricted, they are not considered outstanding for accounting purposes until resolution of the earnout contingency. Additionally, there were 5,566,667 Private Placement Warrants (defined below) and 4,999,929 of the Company’s detachable redeemable warrants and distributable redeemable warrants (the “Public Warrants”) outstanding representing a right to purchase 10,566,596 Newco Stock.

Immediately prior to the closing of the Business Combination, the total number of Legacy Stardust Power ordinary shares issued and outstanding was 9,017,300. Further, as consideration for certain Class A ordinary shareholders entering into NRAs agreeing not to redeem or to reverse any redemption demands previously submitted, the Company issued 127,777 Class A ordinary shares of Stardust Power. The shares are fully vested, nonforfeitable equity instruments.

Pursuant to the Business Combination Agreement, the former owners of Legacy Stardust Power were granted and will have the ability to earn, in the aggregate, an additional 5,000,000 shares of Common Stock (“Merger Earnout Shares”) if the daily volume weighted average price of the Common Stock is greater than or equal to $12.00 for any 20 trading days within a 30 trading day period (or a change of control of the Company occurs), during the period commencing on the Closing Date and ending on the eighth anniversary of the Closing Date. There are no service conditions or any requirement for the participants to provide goods or services in order to vest in the Merger Earnout Shares. Accordingly, we determined that the Merger Earnout Shares are not within the scope of ASC 718. Further, since the Merger Earnout Shares represent a freestanding equity-linked financial instrument, we evaluated the requirements of ASC 480 and concluded that the Merger Earnout Shares should not be classified as a liability and instead is a financial instrument within the scope of ASC 815.

The Merger Earnout Share arrangement contains two exercise contingencies – the daily volume weighted average stock price and a change of control neither of which is based on an observable market or an observable index other than one based on the Company’s stock. Further, with respect to settlement provisions, we noted that no provisions impact the fixed number of shares to be issued upon settlement, except for adjustments for standard anti-dilutive provisions. Furthermore, the equity classification conditions in ASC 815-40-25 are also met. Therefore, in accordance with ASC 815-40, the Earnout Shares are indexed to the Common Stock and are accordingly classified as equity. As the merger is accounted for as a reverse recapitalization, the fair value of the Earnout Share arrangement as of the merger date, amounting to $25,071,000 has been accounted for as an equity transaction (as a deemed dividend) as of the closing date of the merger.

The Earnout Shares were valued using the following assumptions under the Monte Carlo Model that assumes optimal exercise of the Company’s redemption option at the earliest possible date:

Market price of public stock	$	9.74
Expected term (years)		8 years
Volatility		60.00	%
Risk-free interest rate		4.25	%
Dividend rate		0.00	%

Stardust Power Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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


Stardust Power rollover equity ⁽¹⁾⁽²⁾			42,393,905
GPAC II public shareholders ⁽³⁾⁽⁴⁾			137,427
Sponsor ⁽⁵⁾⁽⁶⁾			4,000,000
PIPE ⁽⁷⁾			1,077,541
Non-redemption shares ⁽⁸⁾			127,777
Total Shares issued and Outstanding			47,736,650

⁽¹⁾	Includes eight shareholders, whose shares are not subject to lock-up or transfer restrictions.
⁽²⁾	Includes (i) 894,132 shares of Combined Company Common Stock issued in exchange for shares of Legacy Stardust Power Common Stock with the conversion of the SAFE notes and convertible equity agreements and (ii) 41,499,772 shares of Combined Company Common Stock issued in accordance with the Business Combination Agreement underlying the Exchanged Company Restricted Common Stock.
⁽³⁾	Excludes 4,999,929 Public Warrants that converted automatically into a whole warrant exercisable for one share of Common Stock.
⁽⁴⁾	Reflects the reclassification of $1,564,086 of cash held in trust account, after reversal of redemptions of 2,877 shares at $11.38 per share, post June 30, 2024, resulting in a net increase of $1,564,086, net of redemptions, in cash.
⁽⁵⁾	Excludes 5,566,667 Private Placements Warrants that converted automatically into a whole warrant exercisable for one share of Common Stock.
⁽⁶⁾	Includes 1,000,000 Sponsor Earnout Shares (as defined in the Business Combination Agreement). While the Earnout Shares are legally issued, they are subject to forfeiture based on vesting conditions not being met. (See Note 13).
⁽⁷⁾	Reflects the receipt of $10,075,002 of PIPE proceeds resulting in issuance of 1,077,541 shares with the corresponding impact of $108 in Combined Company Common Stock and the balance impact being booked to additional paid-in capital.
⁽⁸⁾	Includes 127,777 shares of Combined Company Common Stock issued to GPAC II shareholders entering into NRAs.

Upon the closing of the Business Combination and the PIPE financing, the Company received net cash proceeds of $9,154,761. The following table reconciles the elements of the Business Combination to the unaudited condensed consolidated statements of cash flows and the unaudited condensed consolidated statements of stockholders’ deficit for the quarter ended September 30, 2024:

	Recapitalization
Cash proceeds from GPAC II, net of redemptions		1,564,086
Cash proceeds from PIPE financing	$	10,075,002
Less: Cash payment of assumed liabilities of GPAC II		(921,493	)
Less: Settlement of sponsor promissory notes	$	(1,562,834	)
Net cash proceeds upon closing of the Business Combination and PIPE financing		9,154,761
Less: Non-cash net liabilities assumed from GPAC II		(14,638,215	)
Net charge to additional paid-in-capital as a result of the Business Combination reported in stockholder’s (deficit)		(5,483,454	)

Legacy Stardust Power incurred $7,501,223 as transaction costs related to the Business Combination. Refer Note 2 Deferred Transaction Costs for details.

Sponsor Earnout Shares

Upon the occurrence of a change in control, any remaining unvested Sponsor Earnout Shares become vested. Unvested Sponsor Earnout Shares will be forfeited if vesting does not occur prior to the eighth anniversary of the Closing Date. The Company assesses the fair value of expected earnout consideration at each reporting period using the Monte Carlo Method, which is consistent with the initial measurement of the expected earnout consideration. As at September 30, 2024, the fair value of Sponsor Earnout Shares amounted to $2,972,800.

The Sponsor Earnout Shares were valued using the following assumptions under the Monte Carlo Model that assumes optimal exercise of the Company’s redemption option at the earliest possible date:

	September 30, 2024
Market price of public stock	$	8.14
Expected term (years)		7.77 years
Volatility		60.00	%
Risk-free interest rate		3.71	%
Dividend rate		0.00	%

FAIR VALUE MEASUREMENTS

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

NOTE 10 – FAIR VALUE MEASUREMENTS

The following tables summarize the Company’s assets and liabilities that are measured at fair value in the unaudited condensed consolidated financial statements:

	Level 1		Level 2		Level 3		Total
	Fair Value Measurements as at December 31, 2023
	Level 1		Level 2		Level 3		Total
Other noncurrent assets:
Investment in equity securities (a)	$	218,556	$	-	$	-	$	218,556
Total financial assets	$	218,556	$	-	$	-	$	218,556

	Level 1		Level 2		Level 3		Total
	Fair Value Measurements as at September 30, 2024
	Level 1		Level 2		Level 3		Total
Other noncurrent assets:
Investment in equity securities (a)	$	67,562	$	-	$	-	$	67,562
Total financial assets	$	67,562	$	-	$	-	$	67,562

	Level 1		Level 2		Level 3		Total
	Fair Value Measurements as at December 31, 2023
	Level 1		Level 2		Level 3		Total
Liabilities
SAFE notes (b)	$	-	$	-	$	5,212,200	$	5,212,200
Sponsor earnout shares (c)		-		-		-		-
Total financial liabilities	$	-	$	-	$	5,212,200	$	5,212,200

	Level 1		Level 2		Level 3		Total
	Fair Value Measurements as at September 30, 2024
	Level 1		Level 2		Level 3		Total
Liabilities
Sponsor earnout shares (c)		-		-		2,972,800		2,972,800
Total financial liabilities	$	-	$	-	$	2,972,800	$	2,972,800

(a)

(b)

(c)

Stardust Power Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table provides a reconciliation of activity and changes in fair value for the Company’s SAFE notes, convertible notes and Sponsor earnout liability:

	SAFE notes at fair value			Convertible notes at fair value			Sponsor Earnout liability at fair value
Balance as at March 16, 2023 (inception)	$	-		$	-		$	-
Issuance of notes		2,000,000			-			-
Change in fair value		-			-			-
Balance as at June 30, 2023	$	2,000,000		$	-		$	-
Issuance of notes		-			-			-
Change in fair value		-			-			-
Balance as at September 30, 2023	$	2,000,000		$	-		$	-
Issuance of notes		3,000,000			-			-
Change in fair value		212,200			-			-
Balance as at December 31, 2023	$	5,212,200		$	-		$	-
Issuance of notes		200,000			-			-
Change in fair value		107,900			-			-
Balance as at March 31, 2024	$	5,520,100		$	-		$	-
Issuance of notes		-			2,100,000			-
Change in fair value		847,100			471,400			-
Balance as at June 30, 2024	$	6,367,200		$	2,571,400		$	-
Issuance of common stock upon conversion		(6,367,200	)		(2,571,400	)		-
Sponsor earnout liability recognized on closing of Business Combination		-			-			4,608,900
Change in fair value		-			-			(1,636,100	)
Balance as at September 30, 2024	$	-		$	-		$	2,972,800

The valuation of the Level 3 measurement for SAFE notes considered the probabilities of the occurrence of the scenarios as discussed in Note 2 of the audited consolidated financial statements and notes thereto for the period March 16, 2023 (inception) to December 31, 2023 included in the Company’s Registration Statement on Form S-4/A filed with the SEC on May 8, 2024. The Company valued the SAFE notes based on the occurrence of the preferred financing or a SPAC transaction. As of the date of initial measurement and December 31, 2023, the management has assigned zero probability for a change in control event or a dissolution event. Pursuant to the consummation of the Business Combination and in accordance with the terms of the convertible equity and SAFE note agreements, the SAFE notes and convertible notes converted into 257,216 and 636,916 shares of the Company’s Common Stock.

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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COMMON STOCK

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

COMMON STOCK

NOTE 4 – COMMON STOCK

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

Each share of Common Stock is entitled to one vote. The holders of Common Stock are also entitled to receive dividends whenever funds are legally available and when declared by the board of directors (the “Board”), subject to prior rights of the convertible preferred stockholders. Shares of Common Stock issued and outstanding on the unaudited condensed consolidated balance sheet and unaudited condensed consolidated statement of stockholders’ deficit includes shares related to restricted stock that are subject to repurchase.

The Company is authorized to issue 700,000,000 and 100,000,000 shares, par value of $0.0001 per share, of Common Stock and Preferred stock, respectively. At September 30, 2024, the Company had 47,872,445 shares of Common Stock issued and outstanding. Not reflected in the shares issued and outstanding as of September 30, 2024 is approximately 321,370 shares of Common Stock related to restricted stock units that vested in 2024 but have not yet been settled and issued. As of December 31, 2023, the Company had 41,499,772 shares of common stock, par value $0.0001, issued and outstanding.

Stardust Power Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The entire disclosure for equity.

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