Stardust Power Inc 2026年季度报告

FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 001-39875 STARDUST POWER INC.(Exact name of registrant as specified in its charter) Registrant’s telephone number, including area code:(800) 742-3095 Not applicable(Former name or former address, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted andpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filerNon-accelerated filer ☐Accelerated filer☒Smaller reporting companyEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of May 13, 2026, there were 10,579,727 shares of common stock, par value $0.0001 per share, issued and outstanding. Table of Contents PagePART I – FINANCIAL INFORMATION1Item 1.Financial Statements1Condensed Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 20251Condensed Consolidated Statements of Operations for the three months ended March 31, 2026, and 2025(unaudited)2Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three months ended March 31,2026, and 2025 (unaudited)3Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026, and 2025(unaudited)4Notes to Condensed Consolidated Financial Statements (unaudited)5Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations27Item 3.Quantitative and Qualitative Disclosures About Market Risk42Item 4.Controls and Procedures44PART II – OTHER INFORMATION45Item 1.Legal Proceedings45Item 1A.Risk Factors45Item 2.Unregistered Sales of Equity Securities and Use of Proceeds45Item 3.Defaults Upon Senior Securities45Item 4.Mine Safety Disclosures45Item 5.Other Information45Item 6.Exhibits46Signature47i Cautionary Statement Regarding Forward-Looking Statements Certain statements contained in this Quarterly Report on Form 10-Q may constitute “forward-looking statements” within the meaningof the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. All statements other thanstatements of historical fact, including statements concerning, without limitation, our expectations, hopes, beliefs, intentions, plans,objectives, goals, prospects, financial results or strategies regarding us and the future held by our management team and the productsand markets, future events, future financial condition, expected future revenues or performance financing needs, our ability to continueas a going concern, business trends and market opportunities of our business and other information referred to under the sectionsentitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” are forward-looking statements. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees ofperformance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. In some cases,you can identify forward-looking statements by terms such as “estimate,” “continue,” “could,” “may,” “might,” “possible,” “predict,”“should,” “would,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target,” “designed to” orother similar expressions that predict or indicate future events or trends or that are not statements of historical facts. In addition, anystatements that refer to projections,