Business Development - Stardust Power is developing a large-scale lithium refinery in Oklahoma to manufacture battery grade lithium products primarily for the electric vehicle market [136]. - The business combination with Global Partner Acquisition Corp II was completed on July 8, 2024, resulting in the renaming of the company to Stardust Power Inc. [144]. - An engineering agreement was signed with Primero USA, Inc. for approximately $4.7 million to assist in the development of the Muskogee Lithium facility [147]. - The company is in the process of conducting feasibility studies for the production of lithium products from the Liberty Lithium Brine Project in California [152]. - Stardust Power is developing a phased central refinery with an initial capacity of 25,000 tons per annum, aiming for a total capacity of 50,000 tons per annum in the second phase [157]. Financial Performance - The company has not generated any revenue since inception and has incurred an operating loss of $10,092,312 for the three months ended September 30, 2024, compared to a loss of $843,800 for the same period in 2023 [183]. - General and administrative expenses for the three months ended September 30, 2024, totaled $8,980,965, an increase of $8,202,510 compared to $778,455 for the same period in 2023 [183]. - The company incurred a net loss of $10,092,312 for the three months ended September 30, 2024, compared to a net loss of $843,800 for the same period in 2023, reflecting an increase in losses of $9,248,512 [199]. - The accumulated deficit as of September 30, 2024, was $43.0 million, up from $3.8 million as of December 31, 2023 [200]. - The company has not earned any revenue since inception and has been operating at a loss, with a stockholders' deficit of $13,304,610 as of September 30, 2024 [205]. Capital and Financing - The company received up to $257 million in performance-based incentives from the State of Oklahoma, contingent on job creation and capital expenditure projections [139]. - The total refinery cost is estimated at $1,165 million, which the company intends to finance through a mix of debt, equity, and potential government grants [201]. - The company entered into a Common Stock Purchase Agreement allowing it to sell up to $50,000,000 of newly issued shares, subject to certain conditions [206]. - The company has funded operations through sales of common stock, promissory notes, SAFE notes, and convertible equity agreements, with all promissory notes fully repaid as of September 30, 2024 [204]. - The company has a financing commitment with AIGD allowing for an additional $15 million drawdown on terms similar to existing SAFE notes [216]. Operational Challenges - Stardust Power has an accumulated deficit and stockholders' deficit, raising substantial doubt about its ability to continue as a going concern for at least the next twelve months [161]. - The success of the refinery's operations is contingent upon raising adequate capital and obtaining relevant permits in a timely manner [160]. - The company has not sourced any raw materials to date and is negotiating with multiple suppliers for brine feedstock, including from the oil and gas industry [173]. - The company expects operational expenditures to increase as it begins commercial production of battery-grade lithium and recruits more personnel [199]. - The company is subject to credit risk with respect to cash balances exceeding the FDIC insured amount of $250,000, with only one financial banking institution [269]. Strategic Plans - The company expects to generate future revenue primarily from long-term contracts for battery-grade lithium, with pricing structures that include caps and ceilings [172]. - The Company plans to enter into 10-year long-term sales contracts with EV manufacturers to address fluctuations in product pricing, implementing a cap and floor pricing strategy [256]. - The Company is negotiating fixed price off-take agreements with suppliers to mitigate commodity price risk associated with lithium hydroxide and lithium carbonate [254]. - The company plans to differentiate its refinery by screening for a broader set of contaminants compared to other lithium refineries [158]. - The fair value of common stock is estimated based on third-party valuations and various financial performance factors due to the absence of an active market [238].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2024 | --- | --- | --- | |---------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------|-----------------------------------------------------| ...

Business Updates and Operational Highlights - Completion of the business combination with Global Partner Acquisition Corp II and subsequent listing on the Nasdaq Global Market [2] - Strengthened senior management team with the appointment of Paramita Das as Chief Strategy Officer and Adam Johnson as Chief Commercial Officer [2] - Selection of Primero USA to complete a Front-End Loading-3 (FEL-3) engineering design and cost study for the lithium refinery in Muskogee, Oklahoma [2] - Entered into a 90-day exclusivity period with KMX Technologies, Inc to negotiate the exclusive use of lithium brine concentration technology [2] - Entered into a common stock purchase agreement with B Riley Principal Capital II LLC allowing the company to sell up to $50 million of newly issued shares [2] Financial Performance - Cash and cash equivalents of $1.6 million as of September 30, 2024 [4] - Zero long-term debt as of September 30, 2024 [4] - Net loss of $10.0 million for Q3 2024 compared to $0.8 million for Q3 2023 [4] - Loss per share of $(0.22) for Q3 2024 compared to $(0.02) for Q3 2023 [4] - Net cash used in operating activities totaled $8.5 million for the nine months ended September 30, 2024 [4] - Net cash used in investing activities was $1.3 million for the nine months ended September 30, 2024 [4] - Net cash provided by financing activities was $10.1 million for the nine months ended September 30, 2024 [4] Strategic Vision and Industry Positioning - Stardust Power is developing a lithium refinery in Muskogee, Oklahoma with an anticipated capacity of 50,000 metric tons per annum of battery-grade lithium [7] - The company aims to supply the electric vehicle (EV) industry and bolster America's energy leadership by building resilient supply chains [7] - The company is committed to sustainability at each point in the process [7] Management Commentary - The company has made significant strides in advancing strategic objectives since becoming a public company [3] - The team is focused on reaching a final investment decision and starting construction on one of the largest lithium refineries in the world [3] - The company is excited about upcoming quarters and milestones to create value for shareholders and stakeholders [3] - The company is scaling operations while maintaining efficiency with resources [5]