Stardust Power Inc 2025年季度报告

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number:001-39875 STARDUST POWER INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction ofincorporation or organization)15 E. Putnam Ave,Suite 378 (Address of principal executive offices) Registrant’s telephone number, including area code:(800)742-3095 Large accelerated filer☐Accelerated filerNon-accelerated filerSmaller reporting company Item 1A.Risk FactorsItem 2.Unregistered Sales of Equity Securities and Use of ProceedsItem 3.Defaults Upon Senior SecuritiesItem 4.Mine Safety Disclosures securities laws. Our forward-looking statements include, but are not limited to, statements regarding our and our management team’sexpectations, hopes, beliefs, intentions, or strategies regarding the future. In addition, any statements that refer to projections,forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-lookingstatements. The words “anticipate,” “believe,” “can”, “contemplate,” “continue,” “could,” “design,” “estimate,” “expect,” “intends,”“leading,” “may,” “might,” “objective,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” andsimilar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is notforward-looking. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as—andmust not be relied on by any investor as—guarantees, assurances, predictions, or definitive statements of fact or probability. Actualevents and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances interest with the Company’s business;●the Company’s ability to issue equity or equity-linked securities, to obtain debt financing, or refinance existingindebtedness on satisfactory terms, or otherwise raise financing in the future; ●the Company’s ability to manage future growth;●the Company’s ability to operate in the lithium industry;●the Company’s ability to enter into and deliver products under offtake agreements; ●market demand for and uses of lithium-based end products;●changes in domestic and foreign business, financial, political, and legal conditions;●future global, regional, or local economic and market conditions; ●the development, effects and enforcement of laws and regulations;●the impact of material weaknesses or deficiencies in our internal control over financial reporting; and●the Company’s other plans, objectives, expectations, and intentions described or referenced in this Quarterly Report on immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect our expectations, plans, or forecasts of future events and views as of the datehereof. We anticipate that subsequent events and developments will cause our assessments to change. However, while we may elect to update these forward-looking statements at some point in the future, we specifically disclaim any obligation to do so except asotherwise required by applicable law. These forward-looking statements should not be relied upon as representing our assessment as of issued and outstanding as at March 31, 2025, and December 31, 2024-Common stock, $0.0001par value,700,000,000shares authorized,57,650,480and47,736,279shares issued and outstanding as at March 31, 2025, and March 31, 2025March 31, 2024Cash flows from operating activities:$(3,809,700)$(1,399,213) Stock based compensationChange in fair value of investment in equity securities Change in fair value of SAFE notes-Loss from change in fair value of common stock make-whole obligation197,930Change in fair value of warrant liability(1,699,177)Change in fair value of sponsor earnout shares(528,000)Depreciation expense764 Accrued liabilities and other current liabilities(360,341)Net cash used in operating activities$(2,875,187)$(934,680Cash flows from investing activities:Capital project costs(959,644) Proceeds from issuance of common stock16,414Deferred transaction costs paid(25,000)Repayment of short-term loan from related parties(2,000,000) Repayment of short-term loan(1,677,914)Proceeds from advance received from PIPE investors125,000Proceeds from public offering5,750,400 Net (decrease)/ increase in cashCash at the beginning of the periodCash at the end of the period Supplemental disclosure for cash flow information: Supplemental disclosure of non-cash investing and financing activities: Unpaid deferred transaction costs$-$Unpaid capital project costs1,545,171 Unpaid warrant inducement issuance costs29,000Unpaid amount for repurchase of unvested shares1,593Pending stock issuance under licensing arrangement343,000Incremental fair value of warrant inducement2,108,480 NOTE 1 –DE