false FY 0001831979 P3Y

 SDST:CommonStockParValue0.0001PerShareMember

 SDST:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50Member

 2025-03-24

 2023-02-28

 2023-02-28

 2023-02-28

 2023-02-28

 2023-03-01

 2023-03-01

 2023-03-01

 2023-03-01

 2023-12-01

 2023-12-01

 2023-12-01

 2023-12-01

 SDST:NewcoMember

 SDST:ConvertibleNotesMember

 SDST:PIPESubscriptionAgreementMember

 SDST:PurchaseAgreementMember

 SDST:PurchaseAgreementMember

 SDST:BridgeAgreementMember

 SDST:PurchaseAgreementsMember

 SDST:PurchaseAgreementsMember

 SDST:PurchaseAgreementsMember
 us-gaap: WarrantMember

 SDST:PurchaseAgreementsMember

 2025-03-16

 SDST:InducementWarrantsMember

 2025-03-16

 SDST:TwoBorrowersMember

 2023-06-08
 2023-06-08

 2023-10-10
 2023-10-10

 2024-01-10

 2024-05-02

 2024-07-30

 2024-12-16
 2024-12-16

 2024-12-16

 us-gaap: EquipmentMember

 us-gaap: EquipmentMember

 SDST:LegalAndProfessionalConsultingServicesMember

 SDST:PrivateWarrantsMember

 us-gaap: CommonClassAMember

 us-gaap: CommonClassAMember

 SDST:PrivatePlacementAgreementMember

 SDST:NonRedemptionAgreementMember

 us-gaap: MeasurementInputSharePriceMember

 us-gaap: MeasurementInputExpectedTermMember

 us-gaap: MeasurementInputPriceVolatilityMember

 us-gaap: MeasurementInputRiskFreeInterestRateMember

 us-gaap: MeasurementInputExpectedDividendRateMember

 us-gaap: MeasurementInputSharePriceMember

 us-gaap: MeasurementInputExpectedTermMember

 us-gaap: MeasurementInputPriceVolatilityMember

 us-gaap: MeasurementInputRiskFreeInterestRateMember

 us-gaap: MeasurementInputExpectedDividendRateMember

 2023-11-20

 SDST:PublicShareHoldersMember

 SDST:PrivatePlacementAgreementMember

 SDST:NonRedemptionAgreementMember

 SDST:PrivateWarrantsMember

 2024-03-07

 SDST:IGXLOIMember

 2024-03-12
 2024-03-13

 SDST:IGXNoteMember

 2024-08-19

 SDST:IGXNoteMember

 2024-08-19
 2024-08-19

 SDST:IGXNoteMember

 SDST:IGXLOIMember

 2025-03-14
 2025-03-15

 SDST:IGLNoteMember

 2024-08-16

 SDST:IGLNoteMember

 2024-08-16
 2024-08-16

 SDST:IGLNoteMember

 SDST:PrimeroAgreementMember

 us-gaap: LandMember

 us-gaap: LandMember

 us-gaap: ComputerEquipmentMember

 us-gaap: ComputerEquipmentMember

 2023-12-16

 2024-03-31

 SDST:CommonStockPurchaseAgreementMember

 SDST:FinancingAgreementMember

 2024-07-18

 SDST:LoanAgreementMember

 2024-07-18

 SDST:FinancingAgreementMember

 2024-07-18
 2024-07-18

 SDST:FinancingAgreementMember

 2023-11-19

 SDST:FinancingAgreementMember

 2023-11-19
 2023-11-19

 us-gaap: ConvertibleDebtMember

 us-gaap: ConvertibleDebtMember

 us-gaap: BridgeLoanMember

 SDST:InsuranceFundingLoanMember

 SDST:InsuranceFundingLoanMember

 SDST:OtherLoansMember

 SDST:OtherLoansMember

 SDST:EmployeeMember

 SDST:EmployeeMember

 us-gaap: EmployeeStockOptionMember

 2023-12-14
 2023-12-14

 us-gaap: EmployeeStockOptionMember

 2023-12-14

 SDST:EmployeeMember

 SDST:EmployeeMember

 2023-01-01

 us-gaap: EmployeeStockOptionMember

 us-gaap: EmployeeStockOptionMember

 SDST:EmployeesMember

 SDST:EmployeesMember

 2024-04-01
 2024-04-30

 2024-06-01
 2024-06-30

 SDST:EmployeesMember

 SDST:EmployeesMember

 SDST:EmployeesAndNonemployeeDirectorsMember

 SDST:EmployeesAndNonemployeeDirectorsMember

 SDST:SecondTrancheMember

 SDST:IRISMetalLimitedMember

 SDST:IRISMetalLimitedMember

 2023-06-06

 2023-11-20

 2023-09-30

 SDST:ThirdSAFENoteMember
 us-gaap: InvestorMember

 2024-02-23

 us-gaap: CallOptionMember

 2023-11-20

 us-gaap: PreferredStockMember

 2023-11-18
 2023-11-18

 SDST:FinancingCommitmentAndEquityLineOfCreditAgreementMember
 SDST:AmericanInvestorGroupDirectLLCMember

 2024-03-21
 2024-03-21

 2024-05-01
 2024-05-01

 SDST:AmericanInvestorGroupDirectLLCMember

 2024-04-24

 SDST:ConvertibleEquityAgreementsMember

 2024-04-24

 SDST:ConvertibleEquityAgreementsMember

 2024-04-24
 2024-04-24

 SDST:ThreeRelatedPartyMember

 2023-03-31

 SDST:ThreeRelatedPartyMember

 SDST:ThreeRelatedPartyMember
 srt: ScenarioForecastMember

 2025-12-31

 SDST:ThreeRelatedPartyMember

 SDST:VikasaCapitalPartnersLLCMember

 SDST:VikasaCapitalPartnersLLCMember

 2024-09-18
 2024-09-18

 2024-09-18
 2024-09-18

 2023-01-01

 2023-06-14
 2023-06-14

 2025-03-18
 2025-03-18

 SDST:VikasaCapitalPartnersLLCMember

 SDST:VikasaCapitalPartnersLLCMember

 SDST:SevenSixThreeSixHoldingsLLCMember

 SDST:SevenSixThreeSixHoldingsLLCMember

 SDST:VikasaCapitalLLCMember

 SDST:VikasaCapitalLLCMember

 SDST:EnergyTransitionInvestorsLLCMember

 SDST:EnergyTransitionInvestorsLLCMember

 SDST:VIKASACleanEnergyILPMember

 SDST:VIKASACleanEnergyILPMember

 SDST:RoshanPujariMember

 SDST:RoshanPujariMember

 SDST:EnergyTransitionInvestorsLLCMember

 SDST:EnergyTransitionInvestorsLLCMember

 SDST:VikasaCleanEnergyILLPMember

 SDST:VikasaCleanEnergyILLPMember

 SDST:RoshanPujariMember

 SDST:RoshanPujariMember

 SDST:InterestAccruedMember

 SDST:InterestAccruedMember

 SDST:InterestAccruedMember

 SDST:InterestAccruedMember

 us-gaap: ShortTermDebtMember

 us-gaap: ShortTermDebtMember

 us-gaap: ShortTermDebtMember

 us-gaap: ShortTermDebtMember

 2025-01-28

 2025-01-28

 2025-02-07

 2025-03-18

 2025-03-18

 2024-10-01

 2024-11-29
 2024-11-29

 2024-11-29

 2024-11-26
 2024-11-26

 2024-11-26

 2024-12-13
 2024-12-13

 2024-12-13

 SDST:Integer

 utr:sqft

 utr: T

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

 OF
1934

 For
the fiscal year ended December 31, 2024

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)

 Delaware

 99-3863616

 (State
 or other jurisdiction of

 incorporation
 or organization)

 (I.R.S.
 Employer

 Identification
 Number)

 E. Putnam Ave, Suite 378

 Greenwich,
 CT

 06830

 (Address
 of principal executive offices)

 (Zip
 Code)

 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:

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 Common
 Stock, par value $0.0001 per share

 SDST

 The
 Nasdaq Global Market

 Redeemable
 warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50

 SDSTW

 The
 Nasdaq Global Market

 Securities
registered pursuant to Section 12(g) of the Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
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

by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted and pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See definitions of "large accelerated filer", "accelerated filer," "smaller
reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 The
aggregate market value of voting stock held by non-affiliates of the registrant, as of December 31, 2024, the last business day of the
registrant's most recently completed year end, was $ 38,684,080
 (based on the closing price for shares of the
registrant's common stock as reported by The Nasdaq Global Select Market on that date).

 As
of March 24, 2025, there were 57,894,974 shares of common stock, par value $ 0.0001 per share, issued and outstanding.

 DOCUMENTS
INCORPORATED BY REFERENCE

 Portions
of the registrant's definitive proxy statement (the "Proxy Statement") for its 2025 Annual Meeting of Stockholders,
to be filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, are incorporated by reference
in Part III. Except with respect to information specifically incorporated by reference in this Annual Report, the Proxy Statement shall
not be deemed to be filed as part hereof.

 Table
of Contents

 Page

 PART
 I

 Item
 1.

 Business

 Item
 1A.

 Risk Factors

 Item
 1B.

 Unresolved Staff Comments

 Item
 1C.

 Cybersecurity

 Item

 Properties

 Item
 3.

 Legal proceedings

 Item
 4.

 Mine Safety Disclosure

 PART
 II

 Item
 5.

 Market for Registrant's Common Equity, Related Stock Matters and Issuer Purchases of Equity Securities

 Item
 6.

 [Reserved]

 Item
 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item
 8.

 Financial Statements and Supplementary Data

 Item
 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls and Procedures

 Item
 9B.

 Other Information

 Item
 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 PART
 III

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal Accountant Fees and Services

 PART
 IV

 Item
 15.

 Exhibits and Financial Statement Schedules

 Item
 16.

 Form 10-K Summary

 Signatures

 i

 EXPLANATORY
NOTE AND DEFINITIONS

 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, 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. 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").

 Unless
the context otherwise indicates, references to "us," "we," "our," "ours," "Stardust
Power," the "Company" and "Registrant" refer to Stardust Power Inc. and its wholly owned subsidiaries.
All monetary values, other than per unit and per share amounts, are stated in millions of U.S. dollars unless otherwise specified. The
following are other abbreviations and definitions of certain terms used within this Annual Report on Form 10-K (this "Form 10-K"
or this "report"):

 "BGLC"
refers to battery-grade lithium carbonate.

 "BIL"
refers to the Bipartisan Infrastructure Law.

 "Board"
refers to the Company's Board of Directors.

 "Bylaws"
refers to the Company's bylaws.

 "Certificate
of Incorporation" refers to the Company's amended and restated certificate of incorporation.

 "Common
Stock" refers to the Company's common stock, par value $0.0001 per share.

 "DLE"
refers to direct lithium extraction.

 "DOE"
refers to the Department of Energy.

 "EVs"
refers to electric vehicles.

 "Exchange
Act" refers to the Securities Exchange Act of 1934, as amended.

 "Facility"
refers to Stardust Power's planned lithium refinery in Muskogee, Oklahoma.

 "FEL"
refers to Front End Loading.

 "Governing
Documents" refers to the Bylaws and Certificates of Incorporation.

 ii

 "IGX"
refers to IGX Minerals LLC.

 "IR
Act" refers to the Infrastructure Investment and Jobs Act.

 "IRA"
refers to the Inflation Reduction Act.

 "IT"
refers to information technology.

 "KMX"
refers to KMX Technologies, Inc.

 "Primero"
refers to Primero USA, Inc.

 "Project
Area" refers to the 66-acre tract in Muskogee, Oklahoma where the Company plans to construct the Facility.

 "Public
Warrants" refers to the Company's detachable redeemable warrants and distributable redeemable warrants.

 "Sarbanes-Oxley
Act " refers to the Sarbanes-Oxley Act of 2002, as amended.

 "SEC"
refers to the Securities and Exchange Commission.

 "Securities
Act" refers to the Securities Act of 1933, as amended.

 "Sponsor "
 refers to Global Partner Sponsor II LLC.

 "Sumitomo" refers to Sumitomo Corporation of Americas

 "TAM"
refers to total addressable market.

 "tpa " refers
to tons per annum.

 iii

 Cautionary
Statement Regarding Forward-Looking Statements

 Certain
statements in this Annual Report on Form 10-K may constitute "forward-looking statements" for purposes of the federal securities
laws. Our forward-looking statements include, but are not limited to, statements regarding our and our management team's expectations,
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-looking statements. The
words "anticipate," "believe," "can," "contemplate," "continue," "could,"
"design," "estimate," "expect," "intends," "leading," "may,"
"might," "objective," "plan," "possible," "potential," "predict,"
"project," "shall," "should," "target," "will," "would" and
similar words or expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is
not forward-looking. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as—and
must not be relied on by any investor as—guarantees, assurances, predictions, or definitive statements of fact or probability.
Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances
are beyond the control of Stardust Power Inc. (the "Company" or "Stardust Power"). Forward-looking statements
in this Annual Report on Form 10-K may include, for example, statements about:

 the
 uncertainty of the projected financial information with respect to the Company;

 the
 substantial doubt regarding our ability to continue as a going concern and the need to raise
 capital in the near term in order to maintain the Company's operations;

 our
 failure to realize the anticipated benefits of the Business Combination;

 our
 ability to maintain the listing of the Common Stock and the Public Warrants on the Nasdaq;

 our ability to regain compliance with the Nasdaq's continued listing requirements and rules, and the risk that
the Nasdaq may delist our Common Stock and Public Warrants, which could negatively affect our company, the price of our Common Stock and
Public Warrants and our shareholders' ability to sell our Common Stock and Public Warrants in the event we are unable to list our
Common Stock and Public Warrants on another exchange;

 the
 Company's ability to issue equity or equity-linked securities, to obtain debt financing,
 or refinance existing indebtedness on satisfactory terms, or otherwise raise financing in
 the future;

 the
 liquidity and trading of the Common Stock and the Public Warrants;

 members
 of the Company's management team allocating their time to other businesses and potentially
 having conflicts of interest with the Company's business;

 the
 Company's ability to issue equity or equity-linked securities, to obtain debt financing,
 or refinance existing indebtedness on satisfactory terms, or otherwise raise financing in
 the future;

 the
 Company's future financial performance;

 the
 Company's success in retaining or recruiting, or changes required in, its officers,
 key employees, or directors;

 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;

 the
 Company's ability to develop new products and services, bring them to market in a timely
 manner, and make enhancements to its business;

 the
 effects of competition on the Company's business;

 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
 outcome of any potential litigation, government and regulatory proceedings, investigations,
 and inquiries;

 the
 development, effects and enforcement of laws and regulations;

 the impact of material weaknesses or deficiencies in our internal control of financial reporting; and

 the
 Company's other plans, objectives, expectations, and intentions described or referenced
 in this Annual Report on Form 10-K under the heading " Risk Factors," and
 other documents that the Company will file, from time to time with the SEC.

 If
any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by
these forward-looking statements. There may be additional risks that we do not presently know or that we currently believe are 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 date hereof.
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 as otherwise required
by applicable law. These forward-looking statements should not be relied upon as representing our assessment as of any date subsequent
to the date hereof.

 These
statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements. As a result of a number of
known and unknown risks and uncertainties, actual results or our performance of the Company may be materially different from those expressed
or implied by these forward-looking statements.

 You
should read this Annual Report on Form 10-K and the documents that we reference in and have filed as exhibits to this Annual Report on
Form 10-K completely and with the understanding that our actual future results may be materially different from what we expect. We qualify
all of our forward-looking statements by these cautionary statements.

 iv

 ITEM
1. BUSINESS

 Unless
the context otherwise requires, all references in this section to "we," "us," "our," the "Company"
or "Stardust Power" refer to Stardust Power Inc. and its subsidiaries. Some of the information contained in this section
or set forth elsewhere in this Annual Report, including information with respect to our plans and strategy for our business, includes
forward-looking statements that involve risks and uncertainties. Our principal executive offices are located at 15 E. Putnam Ave, Suite
378, Greenwich, CT, and our main telephone number at that location is (800) 742-3095.

 Company
Overview and History

Power, formed on March 16, 2023, is developing a lithium refinery at our Facility in Muskogee, Oklahoma, with planned capacity of
producing up to 50,000 metric tons per annum of BGLC once fully operational. On
March 16, 2023, Roshen Pujari (hereinafter Roshan Pujari), the sole director and a controlling member of Stardust Power LLC, transferred
his ownership in Stardust Power LLC to Legacy Stardust Power. in exchange for nominal consideration. Prior to and following the acquisition,
Roshan Pujari controlled both Stardust Power LLC and Legacy Stardust Power. The Company's predecessor entity, Stardust Power LLC,
did not have any assets, liabilities, revenue, expenses or cash flows from its inception on December 5, 2022, through March 16, 2023.
On March 16, 2023, Stardust Power Inc. was organized in the State of Delaware and all the ownership interests of Stardust Power LLC
were transferred to Stardust Power Inc. At the closing of the Business Combination
("Closing"), pursuant to the Business Combination Agreement, the Business Combination between GPAC II, First Merger Sub,
Second Merger Sub and Legacy Stardust Power was consummated after which Stardust Power emerged as the surviving company. The name of
GPAC II was subsequently changed to Stardust Power Inc. As a development stage company, Stardust Power's strategy is to
advance its project through site acquisition and readiness, source feedstock, and obtain commitment for the offtake of its
BGLC.

Power's mission is to secure U.S. energy leadership for national security through the production of battery grade lithium, with
sustainability built into each step of its process.

Power's battery-grade lithium refinery is being designed and developed to foster energy independence for the United States.
The Company seeks to become a sustainable, cost-effective supplier of BGLC for energy storage across e-mobility, grid
infrastructure, and data centers. The Facility will be optimized for multiple inputs of lithium source material, including
concentrated lithium brine, lithium chloride, technical and crude lithium feedstocks. Upon completion of the facility,
Stardust Power expects to secure multiple sources of feedstock from various lithium producers, with the Facility becoming one of the
largest lithium refineries in North America. Stardust Power intends to enter into letters of intent and memoranda of understanding
to avail itself of lithium brine feedstock supply. Stardust Power's business strategy will depend on such agreements and its
ability to source lithium brine.

Power will source lithium feedstock from various suppliers and may make investments upstream to secure additional feedstock.
However, there is uncertainty related to whether and how much economically recoverable lithium exists at such resources and as such
the possibility exists that these efforts may not yield desired economic results. For more information on associated risks, please
see " Risk Factors - We face numerous risks related to exploration, construction, and extraction of brine by our
suppliers." The Company will seek to sell its products to and for the benefit of battery manufacturers, the United
States' defense industrial base, and Western original equipment manufacturers (" OEMs "). The Company is not
currently producing or selling any BGLC.

 Some
of the key driving factors for potential growth of the lithium refining industry are the anticipated increasing demand for
battery-grade lithium products, fueled largely by the anticipated demand and production of EVs. We anticipate Western automotive
OEMs and battery manufacturers to increasingly seek domestic supply sources. In turn, we believe this has led to increasing demand
for the critical minerals used in battery cells, such as lithium, driven by strong governmental incentives for American
manufacturing and an evolving geopolitical climate that is creating a national security priority for the United States'
market. For more information on the demand of EVs and battery-grade lithium, please see " Current United States Lithium
Refinery Landscape-EV Market Driving Demand for Lithium " below. Stardust Power's market is the United States'
domestic market, which has been estimated in terms of lithium carbonate equivalent to be at 321,000 tons in 2030, 438,000 tons in
2031, 583,000 tons in 2035, respectively, and increasing to 629,000 tons by 2040 1. For more information,
please see the graph in " United States Market - Lithium Battery Landscape " below.

 In
February 2023, the Company (through its fully owned subsidiary, Stardust Power LLC) received an illustrative incentive analysis for up
to $257 million in performance-based incentives, based on Stardust meeting certain criteria, from the State of Oklahoma (covering Phase
1 and 2) and potential federal incentives, which may also be further eligible for federal grants. For more information on the incentives
and milestones required to be achieved in order to receive such incentives, please see " State Incentives " below.

 On January 10, 2024, Stardust Power and the City of Muskogee entered into a Purchase and Sale Agreement ("the
 PSA ") to purchase the site in Southside Industrial
Park, Muskogee, Oklahoma in Port Muskogee for a total of $1,662,030. On December 16, 2024, the Company completed the purchase and acquired
title to the land.

Industry

 Competition
and Industry Overview

 The
global market for lithium is being driven primarily by the development and manufacturing of cathode active material for lithium-ion batteries.
Cathode material capacity and production is currently concentrated in Asia, particularly China, Japan and Korea.

 In
the coming years, significant cathode material production capacity is expected to come online in Europe and North
America while capacity and production in China, Japan, Korea also increases. The market for lithium compounds faces barriers to
entry, including access to an adequate and stable supply of lithium feedstock, the need to produce sufficient quality and quantity,
technical expertise and development lead time.

 China's
Dominance in Lithium-ion Batteries and the Need for Domestic Sources in the United States

 Lithium-ion
batteries have become the rechargeable battery of choice in cell phones, computers, electric vehicles, and large scale electric stationary
storage systems. Global production capacity of lithium-ion batteries was approximately 2.8 terawatt-hours ("TWh")
per year at the end of March 2023 and is forecasted to grow to approximately 6.5 TWh in 2030, led by China, which is projected
to account for more than half the market share, alongside North America and Europe, each projected to produce over 1 TWh of lithium-ion
battery capacity, according to S&P Global Market Intelligence. 2 This is supported by regulatory and consumer-driven tailwinds
increasing demand for power-consumption through higher performance applications. This, in turn, is driving the need for resilient and
geographically diverse sources of battery metals and precursor materials, including lithium.

 Benchmark
 Market Intelligence data, S&P Global, Project Blue, Goldman Sachs, Companies websites, lithium expert interviews.

 SP
 Global Market Intelligence. "Lithium-ion battery capacity to grow steadily to 2030.
 SP Global Market Intelligence", dated July
 27, 2023. Available at:

 The
battery supply chain can be separated into three segments:

 upstream
 (mining and extraction of raw materials);

 midstream
 (processing of raw materials into battery-grade components); and

 downstream
 (cell and pack manufacturing, as well as end-of-life recycling and reuse) 3.

 The
supply chains for the critical minerals in these batteries differ in terms of the geography of raw material production, although a few
countries produce the majority of supply for each critical mineral. Arguably the most important choice is the selection of cathode material,
as cathodes are over half of the cost of a battery cell and largely determine crucial battery characteristics such as energy density
and charging speed. 4

 Chemical
refiners source battery-grade materials from suppliers to manufacture into cell components, including cathodes, anodes, electrolytes,
and separators. The majority of global refining capacity is currently located in Asia. 5

 Cell
manufacturers source cell components and assemble those components into modules and packs, which are then sold to OEMs. Cell manufacturing
is currently concentrated in China, with the country accounting for over 77% of global cell manufacturing capacity, as of 2022, and estimated
at 69% in 2027. 6

 Each
segment of the lithium-ion battery supply chain has seen disparate quantities of investment, with those variations further pronounced
with specific geographies. While there is significant cell manufacturing and OEM manufacturing capacity in the United States, a minority
of global battery materials, particularly as they relate to EVs, are sourced from inside the United States resulting in a severe domestic
capacity imbalance. 7 This risk in the security, and cost of supply has resulted in numerous issues for industries reliant
on lithium-ion batteries and has the potential to setback the adoption of EVs and renewable energy storage. As a result, Stardust Power
intends to focus its business strategy on the United States' domestic production of refining BGLC utilizing federal and state government
incentives, in addition to public and private market investments.

 "Electric
 vehicle battery chemistry affects supply chain disruption vulnerabilities". Anthony L. Cheng, Erica R. H. Fuchs, Valerie J. Karplus
 and Jeremy J. Michalek. Accessed at:

 Id.

 Visual
 Capitalist. "China's Dominance in Battery Manufacturing", dated January
 19, 2023. Available at:

 Id.

 Congressional
 Research Service. Critical Minerals in Electric Vehicle Batteries, dated August 29, 2022
 (Report No. R47227). Retrieved from

 Current
United States Lithium Refinery Landscape

 The
United States lithium refinery landscape is rapidly evolving, with significant developments underway to bolster domestic
capabilities in lithium production, crucial for battery-grade materials used in EVs and other technologies. Here is an overview of notable projects and how Stardust Power aligns:

 1.
 Power intends to build what it expects to be one of the largest battery-grade lithium refineries
 in North America. The Facility is expected to produce up to 50,000 metric tpa once fully
 operational.

 2.
 Tesla
 has commenced a project in Texas, establishing a refinery expected to support the production
 of 1 million EVs by 2025. 8

 3.
 ExxonMobil
 has announced a project in Arkansas, establishing a refinery expected to support the production
 of over 1 million EVs by 2030. 9

 4.
 Ioneer
 Ltd has announced it is advancing the Rhyolite Ridge Lithium-Boron Project in Nevada, with
 plans to significantly contribute to the United States lithium supply. 10

 5.
 Americas has announced that the Thacker Pass project by Lithium Americas in Humboldt County,
 Nevada, is targeting a substantial lithium carbonate production capacity. They have announced
 that the mechanical completion of Phase 1 production is targeted for 2027. 11

 Competitive
Landscape and New Market Entrants

 The
United States lithium refining sector is seeing increased activity, partly driven by government policies such as the Inflation
Reduction Act, which incentivizes domestic production. New players like Stardust Power are entering the market, positioning
themselves through strategic initiatives such as mergers and joint ventures to fund their development. Existing firms like Albemarle
are expanding their operations to capitalize on the growing demand for lithium, driven by the EV market expansion.

Power's Position Relative to Competitors

Power is positioning itself as a key player in the domestic supply chain for lithium, a critical material for battery production. By
seeking to establish one of the largest refineries of its kind in the United States, Stardust Power aims to enhance its competitive
edge and market visibility. Its strategic location in Oklahoma, provides a centralized hub by which we intend to
leverage existing industrial and shipping infrastructure, aligning logistically with upstream sources of feedstock and downstream
customers.

 Unlike
the hard rock lithium refineries of the other United States players in the industry, the Company's central refinery is being
designed to be optimized for multiple lithium brine inputs. By utilizing a "hub and spoke" refinery model, the Company
believes it can scale production more efficiently through sourcing feedstock from different sources. This provides a potential
competitive advantage of minimizing the dependence on a single supply source.

 Future
Outlook

 The
United States lithium refining industry is expected to grow significantly, with continued investments and expansions, given the continuing political support towards onshoring of critical mineral production in United States. The entry of new
players like Stardust Power indicates a dynamic shift towards increasing domestic production capabilities. This trend is likely to continue
as the demand for lithium-ion batteries escalates and the United States seeks to reduce its reliance on foreign critical minerals.

 In
summary, the United States lithium refinery sector is on a robust growth trajectory, with significant investments from both new entrants
like Stardust Power and established players. This expansion is crucial for supporting the broader energy transition and EV market growth
in the United States.

 8

 10

 11

 Overall
Market Opportunity

 The
lithium market is expected to grow significantly through 2030 as a result of the electrification of cars and the growth in the energy
storage segment. Due to the strict rules that internal combustion engine automakers must adhere to in order to reduce carbon dioxide
emissions from automobiles, the automotive application market is estimated to increase significantly over the course of the projection
period. This has led to the increased focus on EVs by automakers, which in turn is expected to increase demand for lithium and related
goods. A typical EV battery would require about 850 grams of BGLC per kilowatt-hours ("kWh") 12, and each EV has
an average battery capacity of 50 kWh. Hence, an average EV will require approximately 40 kg of BGLC 13. Given that its refinery
will be able to produce up to 50,000 metric tpa of BGLC, Stardust Power estimates they will be able to supply approximately 1.2 million
EVs which is estimated to contribute to approximately 10%-11% of the United States' EV market by 2035, estimated at 11 million
EVs. 14

 Furthermore,
the growing lithium-ion battery market is expected to benefit from the continued advancement of DLE technologies, further described
below, which may enhance the industry's ability to respond promptly to rising demand.

 In
light of the Company's objective to emerge as a significant supplier of BGLC within the United States, it is estimated that a portion
of the global lithium market constitutes the Company's TAM.

the substantiation for this belief stems from market analysis and industry trends indicating the growing demand for BGLC, particularly
within the context of the expanding EV market and advancements in energy storage solutions. Given the pivotal role of BGLC in powering
EVs and supporting renewable energy integration, the projected growth trajectory of the lithium product market substantiates the Company's
focus on this segment as its TAM. Furthermore, the Company's strategic positioning and expected operational capabilities aimed
at servicing the United States' market reinforce the viability of targeting this segment within the broader global lithium market.
Additionally, the market impact of the Facility may be assessed from the demand side by calculating the units of EVs that can be supplied
by the plant.

 International
 Renewable Energy Agency. "Lithium is critical to the energy transition. IRENA" dated 2022. Available at:

 Id.

 Goldman
 Sachs. "Electric Vehicles Are Forecast to Be Half of Global Car Sales by 2035", dated February 10, 2023. Available at:

 EV
Market Driving Demand for Lithium

 According
to BloombergNEF's 2023 Long-Term Electric Vehicle Outlook (" BNEF EV 2023 "), under the Economic Transition Scenario
(" ETS ") 15, the EV adoption in global passenger vehicle sales may increase from 14% in 2022 to 30% by 2026.
Additionally, the global fleet of passenger electric vehicles is expected to increase from 27 million in 2022 to approximately 107 million
units in 2026, approximately 245 million units in 2030, and approximately 731 million units by 2040, representing a penetration rate
of 7.6%, 16% and 46%, for the years 2026, 2030 and 2040, respectively, of all passenger vehicles on road 16.

 According
to EV Volumes, 2023 global light-duty EV (Battery Electric Vehicles and Plug-in Hybrid Electric Vehicles) sales increased approximately
35% as compared to 2022. Global light-duty EV adoption increased from approximately 13% in 2022 to approximately 16% in 2023; China's
light-duty EV adoption increased from approximately 27% in 2022 to approximately 34% in 2023. 17 We believe the strong EV demand
growth in 2023 was driven by automakers' increased product offering, increased consumer awareness and adoption, national and regional
governments' announced incentives, subsidies, and more stringent fuel economy/carbon dioxide emissions regulations to support electrification
efforts.

 BloombergNEF.
 "Electric Vehicle Outlook 2023", dated 2023. Available at:

 Id.

 EV
 Volumes. "Global EV Sales for 2023." Available at:

 In
2024 and beyond, fuel economy/carbon dioxide emissions regulations for commercial vehicles coupled with environmental commitments of
an increasing number of corporations are likely to propel electric commercial vehicle sales. According to BNEF EV 2023, for commercial
vehicles 18, road freight demand is estimated to increase by 46% globally from 2022 to 2040. Under the ETS, light-duty commercial
vehicles are estimated to electrify rapidly, propelled by existing favorable total cost of ownership as compared to diesel vans. By 2030,
more than a third of all new sales are estimated to be electric, increasing to approximately two-thirds by 2040. Further, under the ETS,
battery electric buses are estimated to represent 65% of global fleet by 2040. Additionally, electric light-duty commercial vehicle sales
are estimated to increase to approximately 6 million vehicles in 2030 and to approximately 15 million vehicles by 2040, electric medium-and
heavy-duty commercial vehicle sales are estimated to increase to approximately 1 million vehicles in 2030 and to approximately 2.5 million
vehicles by 2040, and electric bus sales are estimated to increase to approximately 0.17 million vehicles in 2030 and to approximately
0.23 million vehicles by 2040 19.

Market Current Dynamics

 The
global lithium market has recently experienced substantial price decreases. Spot prices peaked at over $80,000 per ton in December 2022
but have since declined to just over $10,345 per ton as of March 2025, representing a decrease of over 88%. 20
 This downturn, attributed to oversupply and softened demand, raises concerns for industries reliant on lithium-ion batteries, such
as EVs, renewable energy storage, consumer electronics and refineries. The decline may have implications for the industry and for Stardust
Power.

 Despite
current price declines, the ongoing escalation in energy demand and the diversification away from over-reliance on fossil fuels
suggests continued rising demand for lithium-powered energy sources over the long term. S&P Global forecasts stabilization in
lithium carbonate prices within a range between $20,000/mt and $25,000/mt from 2024 to 2027. 21

 BloombergNEF.
 "Electric Vehicle Outlook 2023" dated 2023.

 See
 id.

 "Lithium
 Prices in Free Fall: Implications for Clean Energy Transition in the Private Sector." Available at:  and

 Id.

 Future
Lithium Supply

 Currently,
most of the lithium mining is situated in Australia and Latin America followed by China. An announced pipeline
of projects will likely introduce new players and geographies to the lithium-mining map. This reported capacity base is projected to
be enough for supply to grow at a 20% annual rate to reach over 2.7 million metric tons of lithium carbonate equivalent by 2030. 22

 While
forecasted demand and supply indicates a balanced industry for the short term, there is a potential need to galvanize new capacity by
2030. Additional lithium sources required to bridge the supply gap are predicted to come from different types of lithium sources. The
three lithium sources, of these novel types of lithium sources, which will create the greatest portion of Stardust Power's feedstock
are from (i) salt flats (ii) produced water and (iii) geothermal brines.

 McKinsey
 & Company. "Lithium Mining: How New Production Technologies Could Fuel the Global EV Revolution." Available at:

 1.

 Salt
 Flats - Salt flats, also known as salt pans or saltpans, are vast expanses of land covered with salt and other minerals left
 behind by the evaporation of water. These flats often contain lithium-rich brine beneath their surface layers. By implementing DLE
 technology, lithium can be efficiently extracted from the brine beneath salt flats.

 2.

 Produced Water -
 Produced water, a residual from oil and gas extraction, is commonly viewed
as waste. Yet, it holds potential with its mineral content, notably lithium. Its reservoirs are promising for extraction. DLE is able
isolate and concentrate lithium ions from produced water in order to extract the lithium.

 3.

 Geothermal Brine - Geothermal brine refers to the hot water that naturally occurs beneath
the Earth's surface, typically in areas with volcanic activity or high levels of geothermal heat. It contains dissolved minerals
and salts, including lithium. DLE methods aim to selectively extract lithium from geothermal brine efficiently.

 The
Domestic Market in the United States

 Lithium-Battery
Landscape

 Current
and projected demand is dominated by EVs, but lithium-ion batteries also are ubiquitous in consumer electronics, critical defense
applications, and in stationary storage for the electric grid. We believe EVs have changed the domestic economy in irreversible
ways. With the increasing electrification of the United States' transportation sector, growth in employment associated with
EVs has already been demonstrated. In the United States, 23 EV sales reached a market share of 7.6% in 2023, and
according to some estimates, that figure could increase to a 67% gap over the next decade. 24 Since the IRA passed in
2022, companies have invested $85 billion in new EV and battery manufacturing and supply chain facilities in the United States,
resulting in 82,000 new United States jobs, according to data from the EV Jobs Hub. While estimates vary, Bloomberg projects
worldwide sales of 56 million passenger EVs in 2040, of which 17% (about 9.6 million EVs) will be in the United States'
market. If all batteries for Bloomberg's projected 9.6 million EVs were manufactured abroad, that would result in roughly $100
billion in imports. Capturing this market is key for the future viability of the United States auto industry, which historically has
contributed 5.5% of the total United States' gross domestic product. In addition to the EV market, grid storage uses of
advanced batteries are also anticipated to grow, with Bloomberg projecting total global deployment to reach over 1,095 GW by 2040,
growing substantially from 9 GW in 2018. 25 To participate in the lithium-based battery market, the United States needs a
robust supply chain, upstream, midstream and downstream to produce state-of-the-art, reliable EV and grid storage batteries at
scale. Stardust Power is intending to capture a portion of the midstream market through the development of its lithium
refinery.

 Sources:
Benchmark Market Intelligence, S&P Global, Project Blue, Goldman Sachs, Companies websites; Hatch Analysis

 Natural
 Resource Defense Council. "Demand Grows for Electric Cars, But Does the Market Support
 Green Jobs in the EV Industry?" Available at:

 Id.

 U.S.
 Department of Energy. "FCAB National Blueprint Lithium Batteries." Available
 at:

 According
to the Benchmark Mineral Intelligence Source, the lithium industry needs to invest $116 billion by 2030 if the world is to meet the ambitious
targets set by governments and the largest automakers. The analysis's high case scenario, which encompasses data from the International
Energy Agency on enacted country-level policies, would require 5.3 million tons of lithium carbonate equivalent in production today,
which could result in supply shortages, potential causing an increase in lithium
prices. 26

 Current
and Future Market Structures

Trends and Opportunities

 Currently,
the United States' market for lithium-ion batteries, or alternative rechargeable battery chemistries, can be delineated into the
commercial and the national defense markets. While these markets are distinct in their end-use applications and requirements, they are
alike in their need for innovation and research and development. Successful domestic production and reliable supply chains in both markets
will be key for the United States' economic competitiveness and security.

 United
States' Economic Posture

 Bloomberg
forecasts 3.2 million EV sales in the United States for 2028, and over 200 GW of lithium-ion battery-based grid storage deployed
globally by 2028. 27 With an average estimated EV battery capacity of 100 kWh, 320 gigawatt-hours
(" gWH ") of domestic lithium-ion battery production capacity will be needed just to meet passenger EV demand. 28
Benchmark Mineral Intelligence forecasts domestic lithium-ion battery production capacity of 148 GWh by 2028, less
than 50% of projected demand. 29 These projections indicate threats to the ability of the U.S. to serve domestic
demand. In this scenario, domestic supply chains for the transportation, utility, and aviation sectors may become vulnerable or beholden
to strategic competitors for key technologies.

 National
Security Posture

 Benchmark
 Mineral Intelligence. "Lithium Industry Needs Over $116 Billion to Meet Automaker and Policy Targets by 2030", dated
 August 4, 2023. Available at:

 U.S.
 Department of Energy. "FCAB National Blueprint Lithium Batteries." Available at:

 Id.

 Id.

 The
increasing demand for lithium products and their importance to advanced technologies and energy infrastructure highlights the national
security urgency of the current domestic import dependence. In October 2024, China banned the export of lithium batteries to U.S. drone
producers, including producers of military drones, and without any alternative, those domestic producers were forced to begin rationing
batteries and tempering sales to Ukraine. 30 The defense industrial base requires reliable and secure advanced energy storage
technologies for many of its most sensitive technologies, including drones. This means domestic BGLC production is vital for not only
commercial competitiveness but national security.

 On President Trump's first
day of his second term in office, on January 20, 2025, his administration published an executive order proclaiming a national state of energy
emergency. Within the executive order, the White House defined critical minerals as "energy", then explicitly referenced
the importance of refining stating that "insufficient energy production, transportation, refining, and generation constitutes an
unusual and extraordinary threat to our Nation's economy, national security, and foreign policy." 31

 Lithium Technologies

 Direct Lithium Extraction

 DLE is a concentrating
technology that will occur near the lithium source and precedes the lithium refining process being developed for our refinery in
Oklahoma. We anticipate partnering with third-party DLE providers for this capability. DLE technologies aim to efficiently
concentrate lithium brines found in naturally occurring salt flats, geothermal reservoirs, and oilfield produced water. Use of DLE
technology replaces the need for traditional evaporation ponds. There are various forms of DLE technology, including
adsorption-based, ion-exchange, membrane-separation, or solvent-extraction. Use of DLE, when compared to traditional evaporation
ponds for brine, offers several advantages such as reducing the environmental footprint, shortening production timelines, increasing
lithium recovery rates, minimizing freshwater usage, and enhancing product purity. Currently, only adsorption-based DLE has been
implemented at commercial scale (in Argentina and China). Scaling up DLE technologies may significantly improve lithium production
efficiency, lower operating costs, and improve sustainability. Stardust Power has entered into letters of intent with DLE suppliers
to evaluate their technologies and will continue to evaluate prospective partners in the space.

 Incentives Through the IRA and BIL

 The IRA signed into law by
then President Biden in August 2022 has several provisions intended to stimulate domestic demand for EVs and motivate producers to
shift their battery supply chain to North America. The bill extends availability of the $7,500 credit on the purchase of new EVs and
eliminates the cap on the number of cars that can qualify. The IRA also provides that, starting January 1, 2024, to be eligible, a
vehicle must not only be built in North America, but its battery must be comprised of at least 40 percent of materials sourced in
North America or a United States trading partner. Each year that percentage rises by 10 percent until by 2027 whereby it reaches 80
percent of the battery materials. Given China's preeminent position in the battery supply chain currently, the IRA may be a
strong motivation for battery manufacturers to locate in North America, increasing demand for BGLC from North American sources.

the DOE has committed $3 billion to bolster the domestic EV supply chain in alignment with the BIL. Despite increased mining
efforts, it is projected that the United States will still rely on imports for lithium production in the next five to ten years. The
BIL intends to incentivize sourcing of critical minerals from countries with U.S. free trade agreements. Within the BIL, the federal
government aims to allocate approximately $370 billion over the next decade to facilitate the clean-energy transition.

 Giga
Factories in the United States

 The
global gigafactory market is expected to grow at a CAGR of 18.03% from 2023 to 2028, driven by the increasing adoption of EVs. 32 Competition
for gigafactory investments is intensifying, with global capacity projected to expand tenfold by 2030. This is mostly due to Giga
factories' ability to produce batteries at GWh levels; a 1 GWh factory can produce enough batteries for 17,000
automobiles.

 Given
that global capacity is expected to expand by ten times from its 2020 level by 2030, competition for gigafactory investment is expected
to intensify at a significant rate. 33

 In
the United States, the DOE forecasts the operation of 13 new battery cell gigafactories by 2025 in the United States, marking a significant
shift in battery manufacturing. 34 This development positions the United States as a prominent hub for EV production. The
IR Act has further spurred investments in North American EV supply chains. The IEA's recent report reveals that between August
2022 and March 2023, major EV and battery manufacturers announced a cumulative investment of $52 billion in North American EV supply
chains. 35

 Global
 Market Estimates. "Gigafactory Market Report." Available at:

 EV
 Markets Reports. "US Gigafactories: Powering the Electric Vehicle Revolution." Available at:

 Global
 Market Estimates. "Gigafactory Market", dated March 11, 2024. Available at:

 EV
 Markets Reports. "US Gigafactories: Powering the Electric Vehicle Revolution." Available at:

 Our Strategy

 Stardust Power looks to become a leading producer
of BGLC in the United States. Our approach is to establish a large central refinery, optimized for multiple inputs of brine lithium feedstock.
Sustainability is a core focus at every level of operations, from how feedstock is sourced to the use of renewable energy at the refinery.
We are limiting air emissions through the electrification of production lines and preserving water through the implementation of zero
liquid discharge (" ZLD ") technologies, recycling water, among others.

 Developments in the domestic market impact the Company in the following
ways:

 1.

 Market Demand: With the growth in demand for EVs and energy infrastructure, we look to position the Company to serve the broad set of battery and advanced technology manufacturers supporting this expanding ecosystem.

 2.

 Supply Chain Stability: Bolstered by support from the federal government, domestic supply chains will continue to trend towards domestic resiliency.

 3.

 Regulatory Environment: Efforts to streamline permitting, reduce regulatory hurdles, and provide financial support for infrastructure development, all provide continued evidence of prioritizing domestic lithium production.

 The key components of Stardust Power's business strategy are as follows:

 1.

 Reduce Technology Risk: The Company seeks to mitigate technology risk within its refinery process. The Company's plan to develop the Facility involves executing a fully chemical conversion process using commercially proven technologies. This approach aims to minimize risks associated with technology adoption.

 2.

 Engage Specialized Partners: The Company has engaged two specialized engineering firms with extensive track records in lithium. Hatch Ltd. has been enlisted to provide a preliminary readiness assessment (" Readiness Assessment ") and an FEL-1 scoping study. Primero Group has been enlisted to provide FEL-3 engineering services.

 3.

 Feedstock Flexibility: The Company anticipates sourcing feedstock for its refinery from multiple suppliers. Moreover, the company seeks to vertically integrate its supply chain through investments, joint ventures, and strategic partnerships. By implementing a "hub and spoke" model, we aim to efficiently aggregate lithium feedstock supplies, enhancing scalability and resiliency.

 The
Site

 Purchase
and Sale Agreement

 On
January 10, 2024, Stardust Power and the City of Muskogee entered into the PSA to
purchase the site in Southside Industrial Park, Muskogee, Oklahoma in Port Muskogee for a total of $1,662,030.

 On
December 16, 2024, the Company completed the purchase and acquired title to the land. Stardust Power and the City of Muskogee entered
into a Development Agreement which calls for the Company to (i) commence the construction of the Facilities within 12 months from
January 10, 2024, and (ii) diligently proceed to completion without unreasonable delays, but subject to construction delays and interruptions
due to occurrences of Force Majeure, as defined in the PSA. Commencement of construction is to include the development of plans and specification
for the Facilities and the start of dirt work for the Facility.

 The
PSA further calls for the City of Muskogee to aid Stardust Power in its development of its lithium refinery by using commercially reasonable
efforts to facilitate discussions between the Company and the Muskogee City-County Port Authority (the " Authority ")
regarding the Company's procurement of such agreements with the Authority as may be appropriate regarding the use of the Port Muskogee,
which may include, without limitation barge, rail storage and truck capabilities to access and transport goods and supplies to and from
the Facility at Port Muskogee.

 Also,
Port Muskogee will assist the Company with the exploration of incentives, grants and other funding opportunities to improve access to
the property, with a focus on the following specific improvements and the goal that they may be completed prior to the estimated completion
of the Facility: (i) upgrading and improving West 53rd Street to provide a second entrance to the site, and (ii) extending rail service
to the site.

 The
Company believes that the secured site at Southside Industrial Park within the Port Muskogee, and Oklahoma in general, is an ideal location
for its Facility. The geographic location of Oklahoma is advantageous from a supply and offtake perspective. Oklahoma is a legacy energy
producer and has favorable industrial regulations. Port Muskogee has been designated by the United States' Customs and Border Protection
as a Foreign Trade Zone, which reduces costs and increases potential operating income, providing port industries a competitive advantage
in meeting global supply chain demands. Port Muskogee is dedicated to investing in its community and announced a $58 million investment
in infrastructure improvements in January 2023. 36 Stardust Power anticipates these improvements could increase its operational
efficiency, improve resiliency to weather events, and support continuous growth with increased multi-modal throughout the terminal area.

 Port
Muskogee has robust workforce and education systems in place. It has 24 post-secondary institutions within 60 miles (including four post-secondary
institutions within Muskogee County) more than 2,140 post- secondary programs offered within 60 miles, and over 14,377 post-secondary
completions annually within 60 miles. The Muskogee Center for Workforce Excellence focuses on manufacturing by deploying resources, leveraging
existing programs, and aligning with local and regional employment demand. The state has a highly skilled workforce in the oil and gas
engineering sector that can be trained for lithium refinery operations.

 The
site has access to the largest inland waterway system in America, a strong interstate highway network, and rail lines. The City of Muskogee
has begun the process of creating a tax increment financing district ("TIF") to complete infrastructure improvements including
a rail line to the west of the property and West 53rd Street to the north up to industrial access grade creating an Industrial Truck
Corridor from State Highway 64 to State Highway 69. The proposed multimillion dollar TIF was designed for the benefit of the Company.
Stardust Power intends to occupy 66 of the 260 acres at Port Muskogee, excluding creeks.

 Site
Due Diligence

 Extensive
site due diligence, including: a critical issues analysis (" CIA "), a Phase I Environmental Site Assessment (" ESA "),
a Geotechnical Study, Cultural Survey, Logistics Study, and a readiness assessment, has been conducted.

 Critical
Issues Analysis

 On
behalf of Stardust Power, certain legal counsel and ENERCON Services Inc. conducted a CIA of land cover, water resources, biological
resources, protected lands, and a review of regulatory and permitting considerations for a proposed lithium refinery in the Project
Area. The Cultural Resource Project Area consists of a 0.6-km buffer surrounding the Project Area, (originally the proposed 81 acres,
from which the 66 acres was carved out). This CIA provides a broad, yet comprehensive overview of the key environmental resources identified
during preliminary project planning and includes a review of publicly available background information, regulatory constraints, and risks.
The CIA further provides recommendations, such as additional work that might be necessary or prudent for further evaluation and/or mitigation
of potential risks to each resource before project implementation.

 Phase
1 Environmental Site Assessment

 ENERCON
was retained to perform a Phase I ESA of the Project Area during September and October of 2023. This assessment has revealed no evidence
of Recognized Environmental Conditions (" RECs "), Controlled RECs, Historical RECs, or Vapor Encroachment Conditions
in connection with the Project Area.

 Department of Commerce. "Port Muskogee Investing in Infrastructure, Launches New Brand." Available at:

 On
the SW Muskogee, OK Quadrangle Map (USGS 2018), creeks and ponds are mapped on the subject property. During site reconnaissance, ENERCON
observed dry creeks located near the northwestern and southeastern corners of the subject property. ENERCON reviewed the online National
Wetland Inventory mapper for additional information regarding the on-site surface waters. No significant data gaps were encountered.

 As
per ENERCON's suggestion, the delineation of the wetlands was executed by the Company by excluding the risk areas from the Purchase
and Sale Agreement, which resulted in the purchase of 66 acres of land by the Company. See " The Site - Purchase and Sale Agreement."

 Geotechnical
Study

 On
February 19, 2024, ENERCON delivered a report in support of the construction of the proposed lithium processing plant. The report concluded
that physiographic, topographic, hydrologic, soil, and subsurface structural conditions are suitable for the construction of a lithium
processing plant within the Project Area in Muskogee County, Oklahoma.

 Readiness
Assessment

 The
site was evaluated as part of the Readiness Assessment performed by Hatch, which was completed on October 11, 2023. Hatch also conducted
a scoping study, completed on April 17, 2024, where Hatch reviewed the Site from a business and technical perspective, including using
multi-nodular logistics. Following a preliminary review, the presently held view is:

 Muskogee
 site has approximately 66 acres available, after the carveout of creeks, which may be of
 adequate size based on current conditions.

 Power appears to have identified certain key permitting requirements.

 Lack
 of process water discharge may simplify permitting.

 This
early-stage view is based on incomplete information now available, as well as numerous assumptions and considerations, and is subject
to change.

Gas and Electric Substation Feasibility

 On
January 31, 2024, Stardust Power and Oklahoma Gas & Electric entered into an Electric Service Will Serve Agreement (the " OG&E
Agreement ") in which OG&E has agreed to sell Stardust Power electricity at the site contingent upon OG&E performing
engineering and design services, including procurement of materials and/or equipment, to determine the costs of providing electricity
at the site. These costs shall be paid by Stardust Power through a Minimum Bill Agreement, which shall be entered into at a future date.
Currently, construction power exists on the site suitable to take the project to the next phase. The OG&E Agreement will be reviewed and renegotiated if necessary, pending the conclusions from the FEL-3 Report.

 The
term of the OG&E Agreement is effective until the execution of the definitive Minimum Bill Agreement.

 Value
Chain

Power is establishing its business to deliver value with a strong focus on the midstream refinement process and an intention to minimize
risk in its business model by partnering with experts across the value chain. The Company seeks to be a diversified player, with upstream
and downstream integration in the future, in partnership with their industry partners.

 Supply
Feedstock

 The
central refinery is being designed to be optimized for multiple lithium brine inputs. By utilizing a "hub and spoke"
refinery model, the Company believes it can scale production more efficiently through sourcing lithium brine feedstock from
different sources. This limits risk of dependence on a single type of feedstock. It also differentiates Stardust Power from other
lithium refineries which are in the process of being constructed in the United States. The Company's strategy is to source
supply from multiple sources which may include feedstock from (i) salt flats, (ii) geothermal brines, and (iii) produced water.
Additionally, Stardust Power is also able to intake technical or crude grade lithium for its conversion process.

 In
the ordinary course of business, Stardust Power has entered into non-binding letters of intent and memorandums of understanding in order
to secure feedstock. The following is a description of certain non-binding letters of commitments to which we are a party.

 IRIS
Metals Exclusivity Agreement

 On
November 9, 2024, the Company entered into a 90-Day exclusivity agreement with 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 Metals. The agreement 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, beginning December
9, 2024. Following the completion of the initial investment, Stardust Power owns approximately 6% of IRIS Metals. On March 7, 2025, the company extended the exclusivity period for additional 30 days.

Stardust Power has the option to acquire a second tranche of 10 million shares in IRIS Metals on the same terms as the initial investment,
plus warrants to acquire ordinary shares of IRIS Metals at an exercise price of $0.40 per share. This second tranche investment is subject
to approval by IRIS Metals shareholders and other conditions precedent.

 At
this stage, we do not know how much financing this project will require, or whether such financing will be available on acceptable terms,
or at all. Furthermore, we cannot predict with certainty when these projects will begin production, if ever.

 Usha
Resources Letter of Intent

 On
March 15, 2024, Stardust Power and Usha Resources entered into a non-binding Letter of Intent (the "Jackpot LOI"), except
for certain binding terms such as those relating to the exclusivity period until June 30, 2025, as extended, to acquire an interest in
Usha Resources' lithium brine project, situated in the United States. Usha Resources is an established lithium developer with multiple
projects in development. The Jackpot Lake Lithium Brine Project is a flagship asset of Usha Resources and is a lithium brine asset located
in the United States, comprising of 8,714 acres of property. The project is currently engaged in its maiden drill program. The Jackpot
LOI provides Stardust Power with the exclusive option to agree to acquire up to 90% of the interests held by Usha Resources in the Jackpot
Lake project, based on an indicative earn-in schedule. As part of a definitive agreement, Stardust Power would be required to invest
into the development of the Jackpot Lake project.

 At
this stage, we do not know how much financing this project will require, or whether such financing will be available on acceptable terms,
or at all. Furthermore, we cannot predict with certainty when these projects will begin production, if ever.

 IGX
Letter of Intent

 On
March 13, 2024, Stardust Power and 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 Stardust Power, and other factors. In connection with the entering into the non-binding
IGX LOI, Stardust Power 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 (the "IGX Note"). If executed, the promissory note, in the amount of approximately
$235,000, is to be used for the payment of the maintenance fees of the IGX Claims and is for a term of twenty-four (24) months with
an annual interest rate of six percent (6%) and repayment due upon maturity.

 The
IGX LOI provides that the promissory note will be entered into regardless of whether the parties have reached a definitive agreement
by July 1, 2024. On August 19, 2024, the Company entered into a promissory note arrangement with IGX for $176,000 to allow the
Company to potentially be able to enter into related agreements and partnerships with IGX on the Project. The IGX Note carries an
interest rate of 6% with a maturity date of December 16, 2024. On December 19, 2024, the Company extended the exclusivity and
maturity of the promissory note to February 28, 2025. 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 BLM
fees and county land maintenance fees, notice of intent and associated filing fees for the claims owned by IGX. The Company is in active
discussion in negotiating the terms for repayment and is evaluating multiple options including a possible strategic investment.

 If
Stardust Power acquires an interest in any of the IGX Claims, the balance of the promissory note shall be credited as part of Stardust
Power's investment and IGX shall have not been required to repay the note. IGX has conducted initial assessments which need to
be analyzed to determine the next steps for the venture. This is an early-stage development company, and the Company is conducting ongoing
diligence with respect to the progress, timeline, and development of the IGX toward becoming a feedstock supplier. At this stage, we
do not know how much financing this project will require, or whether such financing will be available on acceptable terms, or at all.
Furthermore, we cannot predict with certainty when these projects will begin production, if ever.

 QXR
Letter of Intent

 On
October 10, 2023, Stardust Power entered into a non-binding (except for the confidentiality provision) letter of intent with QX Resources
Limited (" QXR ") to negotiate an agreement to work together collaboratively and in good faith to assess the lithium
brines contained in the Liberty Lithium project (the " Project "). At this stage, we do not know how much financing
this project will require, or whether such financing will be available on acceptable terms, or at all. Furthermore, we cannot predict
with certainty when these projects will begin production, if ever.

 In
connection with entering into of the non-binding letter of intent, the parties have memorialized their intent to evaluate options to
potentially supply Stardust Power with lithium brine products from the Project at their own costs and evaluate options to determine if
there is an economically feasible process to produce lithium products from the Project to potentially supply Stardust Power with a limited
volume of such products. In connection with the entering into of this letter of intent, Stardust Power made an initial equity investment
of $200,000 in QXR. This letter of intent has since lapsed as per its terms.

 On
August 16, 2024, the Company entered into a promissory note arrangement with IG Lithium LLC ("IGL") for $316,000 (the " IGL
Note ") 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 the Company.

 Technology
and Engineering

 Hatch
Contract

Power worked with leading engineering firms to advance its project from general concept to FEL-1 status.

 Hatch,
an engineering, procurement and construction management firm in the lithium industry was engaged to provide a readiness assessment and
a scoping study, (FEL-1), to attempt to minimize technology risks.

 Hatch
was engaged by the Company to conduct a preliminary readiness assessment covering:

 project risk assessment;

 artistic site renderings;

 site review

 financial model assumption review; and

 equipment procurement timelines.

 In
this assessment, Hatch performed a DLE output simulation of the water samples using adsorption technology, identified expected ranges
of impurities, lithium recovery, and options to process the feedstock, assessed transportation options and expected ranges of costs at
high level, and provided high level financial model inputs for CAPEX and OPEX based on benchmarks only. Hatch completed the front-end
loading, (FEL-1), also known as a scoping study as of April 17, 2024.

 To
date, Hatch has not transferred any intellectual property to Stardust Power. There is no royalty that is owned and due to be paid to
Hatch.

 Engineering
Agreement and FEL-3 Project Development with Primero

 On
August 4, 2024, the Company entered into an engineering agreement with Primero (the " Primero Agreement ") pursuant
to which Primero agreed to provide certain engineering, design and consultancy professional services, including to assist in procurement
of major equipment, engage relevant third parties for construction and provide a FEL-3 report of the Company's Facility
at Southside Industrial Park, Muskogee, Oklahoma in Port Muskogee. The total amount due pursuant to the Primero Agreement, assuming full
performance, is approximately $4.7 million, in the aggregate, subject to customary potential adjustments and is due for completion in
the first half of 2025.

 FID
(Final Investment Decision) Reporting:

 Primero
is preparing a comprehensive FEL-3 report that encapsulates the results of 8 months of technical, financial, and risk analysis. This
report is pivotal for the Company to make informed decisions regarding project viability, as well as assist the Company in obtaining
project finance for the Facility.

 Exclusive Concentration Technology License

 On
February 7, 2025, (the " License Agreement Effective Date "), the Company executed an exclusive license agreement with
KMX (the "License Agreement").

 Under
the terms of the License Agreement, KMX agreed to irrevocably license to the Company the use of KMX's vacuum membrane
distillation technology ("VMD Technology") and associated processes and systems (including units incorporating the VMD
Technology ("KMX VMD Units")) for the purpose of the Company's use of the technology in its refining and upstream
operations. Among other obligations set forth in the License Agreement, third parties shall be required to exclusively purchase all
KMX VMD Units for the specific use of lithium concentration within the jurisdictions of the exclusive license, from Stardust Power
during the term of the License Agreement on the terms and conditions set forth therein. The License Agreement grants Stardust Power the
exclusive right to sub license, use, market, sell and operate KMX's VMD Technology across the United States, Canada and select
international markets.

 The
Company agreed to pay KMX a royalty comprised of 500,000 shares of Common Stock (the "Royalty Shares"). The securities are being offered and sold by the Company pursuant to an exemption from the registration requirements of the
Securities Act provided by Section 4(a)(2) and/or Regulation D promulgated thereunder, as a transaction not involving a public offering.

 The
License Agreement shall have a term beginning the License Agreement Effective Date until either of the following dates as determined
by the stock price of the Common Stock on the Nasdaq Global Market 240 days following the License Agreement Effective Date: (i) in
the event the Actual Royalty Amount is less than $2,000,000, the second anniversary of the License Agreement Effective Date; (ii) in
the event the Actual Royalty Amount is equal to or greater than $2,000,000 but less than $8,000,000, the fifth anniversary of the
License Agreement Effective Date; or (iii) in the event the Actual Royalty Amount is equal to $8,000,000 or more, the seventh
anniversary of the License Agreement Effective Date. The Company can renew the term of the License Agreement at its sole option upon
the expiration of the initial term for an additional five years if the Company acquires three or more KMX VMD Units during the
initial term. The "Actual Royalty Amount", as defined in the License Agreement, is determined by the sum of the value of
the Royalty Shares remaining unsold by KMX on the date that is 240 days following the License Agreement Effective Date, plus the
gross proceeds from any sales of the Royalty Shares prior to such date.

 The
Company agreed to provide certain registration rights to KMX with respect to the Royalty Shares, including piggyback rights, subject
to the execution of a definitive agreement by the parties. KMX agreed not to sell any Royalty Shares until the earlier to occur of (i)
effectiveness of a registration statement covering the Royalty Shares or (ii) the expiration of the relevant holding period pursuant
to Rule 144 of the Securities Act, and in any event, only in amounts of an aggregate of 62,500 Royalty Shares total during each 30-day
period, with the first such period beginning on the earlier to occur of (i) or (ii) above.

 Refinery

Power is developing a large central refinery in a phased approach. The first phase is the construction of an up to 25,000 metric tpa
production line. The second phase is to add a second production line of up to 25,000 metric tpa to create a total capacity of up to
50,000 metric tpa.

 A
technological innovation of Stardust Power's planned refinery is the ability for the Facility to refine different types of
lithium brine inputs. The Facility is being designed to accept lithium brines, of a certain approved chemical composition. It is
Stardust Power's intention that the Facility will be able to dilute, re-pulp and blend feedstock as necessary, to produce a consistent feedstock. Stardust Power's strategy is to
differentiate itself by screening for a broader set of contaminants, in comparison to other lithium refineries. Accordingly, by
conducting a broader screening and, in turn, a more involved purification process, the Company plans to be able to blend different
types of feedstock. Furthermore, an advantage of using DLE technology is the ability to remove certain contaminants upstream prior
to them reaching the Facility, allowing for more optionality for feedstock characteristics. The conversion process is a fully
chemical conversion process. The Facility's planned chemical process is a mature, proven and well understood process which has
been deployed substantially in South America. The Company's flowsheet, detailed below, is expected to result in the production
of solid BGLC (approximately 99.7%) from liquid lithium chloride feed.

 The
rendering concept of the Facility's site plan below includes the main plant, feedstock warehouse, feedstock tanks, intermediate
feedstock containers, reagents warehouse, unloading station, consumables warehouse, product warehouse, electrical generator, utilities,
water tank, dilution tank, calcium and magnesium residue disposal, ZLD water system, carbon dioxide storage tank, solvent extraction,
administrative building and parking area.

 Phased
Approach

 The
Company intends to take a phased approach to setting up its Facility and expansion. Thereafter, it intends to emerge as a leading supplier
of BGLC in the United States. The total cost of the refinery, which includes all direct and indirect costs and contingencies needed to
engineer and build the refinery, has been estimated at $1,165 million which includes a conservative contingency amount typical of FEL 1 studies. The final
capex numbers will be updated as per the FEL-3 study conclusion.

 In
Phase 1, the Company seeks to build its first production line of up to 25,000 metric tpa capacity. Phase 1 also includes building
essential infrastructure for the site such as storage facilities, road networks, and additional infrastructure that will be shared
by the Facility's first and second production lines ("Train 1" and "Train 2", respectively).

 In
Phase 1, Train 1 and common infrastructure, will consist of detailed engineering, procuring critical and non-critical equipment, and
building the front-end and back-end of Train 1 simultaneously. Building the front and back-end simultaneously will provide an operating
self-sufficient production line with the capability to process either technical grade or lithium chloride brine for conversion to BGLC.
The approach of constructing front and back-end simultaneously has the advantage of cost and schedule maximization. This strategy is
designed to enable Stardust Power to efficiently enter the market as a BGLC manufacturer.

 Phase
1 (Train 1 and common infrastructure)

Power will partner with a leading engineering, procurement and management firm, for the development of up to 25,000 metric tons in
annual production capacity. The majority of the activities will focus immediately on-site development earthworks, infrastructure,
buildings, and utilities, better enabling Stardust Power to effectively mobilize contractors to a well-prepared site. Post FID, the
Company expects that Train 1 and Common Infrastructure will be engineered and constructed in line with standard construction
timeline, typically expected to span over a 24-30-month period. The total cost for Phase 1 has been estimated
preliminarily at an Association for the Advancement of Cost Engineering (" AACE ") Class 5 Level. The timeline and
cost are based on numerous variables and assumptions and are early phase estimates only and are likely to change.

 Phase
2 (Train 2)

 In
Phase 2, Stardust Power plans to expand and set up an additional production line with a capacity of 25,000 metric tons of
battery-grade lithium to its Facility for a total production capacity of up to 50,000 metric tpa. The completion of construction and
mechanical installation of Phase 2 may be completed in a similar timeframe as Phase 1, after completion and commissioning of Train
1. The total refinery cost of Train 2 has been estimated preliminarily at an AACE Class 5 level. By building an
additional production line, mirroring the Train 1 design, the Company plans to maximize the continuity of design from Train 1, into
the design of Train 2. The timeline and cost are based on numerous variables and assumptions and are early phase estimates only and
are likely to change.

 Sustainable
Operations

Brine Feedstock

 Unlike
typical hard rock ore mining, Stardust Power may source lithium brine feedstock for its Facility from (i) lithium salt flats,
(ii) geothermal brines, and (iii) produced water. Lithium brine production can reduce environmental impact as compared to hard rock mining
which typically requires invasive land use which can severely impact the land. Additionally, the use of hard rock sources increases carbon
emission due to the high degree of exothermic reactions needed for conversion. This is because, hard rock lithium mining involves extracting
lithium from rocks that contain the mineral. This is typically done through open-pit mining, which can involve blasting and excavating
large amounts of rock. The process is energy-intensive and can result in significant amounts of waste rock and tailings, which can contain
toxic chemicals and heavy metals. Additionally, hard rock mining can require large amounts of water. This could be an issue in regions
where water resources are already scarce. It is estimated that 60% of the total global mined lithium supply comes from using this method.
On the other hand, lithium can also be extracted from brine sources, which involves extracting lithium from underground brine pools.
These can be found in areas such as salt flats and dry lakebeds, where water has evaporated over time, leaving behind mineral deposits.
The brine can be pumped to the surface and then processed to extract the lithium. This typically requires less water and produces less
waste than hard rock mining. In terms of the carbon footprint of each method, Benchmark Minerals has stated that "in almost every
metric, lithium chemicals from hard rock sources are more environmentally damaging than those from brine sources," and that "processing
hard rock is a much more energy-intensive process than brine."

Power has a supplier code of conduct to monitor the sources of feedstock to provide for high environmental standards. Although DLE technology
is emerging, Stardust Power believes that the experience and expertise of its partners will enable it to leverage the benefits of the
DLE technologies advantageously, while at the same time lowering risks that could emerge due to the newness of the technology.

 Emissions

Power's refining Facility will be engineered to be partially electric and thus produce lower emissions than facilities powered by
traditional fossil fuels or natural gas, which is also expected to reduce noise and limit carbon emissions. The Company's planned
carbonation process to manufacture BGLC is a chemical conversion process. This process does not use large exothermic reactions, making
Stardust Power's Facility cleaner and safer than a typical oil and gas refinery. There are no kiln or smokestacks at our Facility.

 Power

 The
Company is committed to largely using sustainable sources of power accessible in Oklahoma, including solar, wind power and natural
gas.

 Byproducts

 The
main byproducts from the plant are largely salt, which is closely comparable to road salt, calcium, magnesium, among others. These are
non-toxic and non-hazardous materials that can be sold, repurposed, or safely disposed of in an offsite landfill. Our conversion process
does not create hazardous materials.

 Zero-Liquid
Discharge

 The
Facility is engineered for a zero-liquid-discharge system that removes the need for wastewater ponds for depleted brine. Liquid byproducts
will be purified and recycled for reuse in the Facility or evaporated. This limits discharge into the public sewer system or the surrounding
ecosystem.

 Social
Aspects

Power believes that community outreach is important for social engagement to build strong relationships with local communities, be available
in providing explanations to local administrative bodies about various aspects of the project in case of queries, address potential concerns
regarding potential impact as well as highlight potential benefits of setting up the Facility. This is expected to include providing
educational opportunities for local elementary and high school students in the Hillsdale and Muskogee public school districts.

 In
terms of financing of the refinery project, Stardust Power seeks to finance its project cost through a mix of debt, equity as well
as grants. Below is a summary of some of the potential financial instruments:

 Financing

 Equity:

 On
 July 8, 2024, the Company consummated the transactions contemplated by the PIPE Subscription
 Agreements with the PIPE Investors pursuant to which the PIPE Investors agreed to purchase
 a total of 1,077,541 shares of Common Stock in a private placement at a price of $9.35 per
 share, for an aggregate commitment amount of $10,075,000.

 On
 October 7, 2024, the Company entered into a Common Stock Purchase Agreement (the " Purchase
 Agreement ") and a related Registration Rights Agreement with B. Riley Principal
 Capital II, LLC, the selling stockholder. Upon the terms and subject to the satisfaction
 of the conditions set forth in the Common Stock Purchase Agreement, the Company will have
 the right, in its sole discretion, to sell up to $50,000,000 of newly issued shares of 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. The Company is under no obligation to sell any securities to
 B. Riley Principal Capital II under the Purchase Agreement.

 On
 December 31, 2024, the Company entered into binding term sheets with certain investors pursuant
 to which the Company has agreed to sell, and the Investors have agreed to purchase, Company
 securities for an aggregate amount of $550,000 (the "Private Placement"). The proceeds
 of the Private Placement are expected to be used by the Company for capital expenditures, working
 capital and general corporate purposes. The Investors have agreed to purchase, and the Company
 has agreed to issue and sell, up to $550,000 in shares of Company common stock, par value
 $0.0001 per share ("Common Stock") at a price equal to 95% of the closing bid
 price of the Common Stock on the last trading day prior to the closing date for the Private Placement.
 In addition, each Investor will receive warrants representing the right, exercisable within
 five years of the closing date, to purchase up to 50% of the shares of Common Stock purchased
 by such Investor in the Private Placement, with each whole warrant exercisable for one share of Common
 Stock at an exercise price of $11.50 (the "Warrants").

 On
 January 27, 2025, the Company consummated a public offering of an aggregate of (i) 4,792,000
 shares of Common Stock and (ii) Common Stock purchase warrants to purchase up to 4,792,000
 shares of Common Stock. Each share of Common Stock and associated warrant to purchase one
 share of Common Stock was sold at a combined public offering price of $1.20. The Company
 received aggregate gross proceeds of approximately $5.75 million, before deducting placement
 agent fees and other offering expenses. Further, on March 16, 2025, pursuant to a Warrant Inducement Letter (the "Inducement Letter"), the investor agreed to exercise, for cash, the Common Warrants to purchase an aggregate
 of 4,792,000 shares of common stock at the exercise price of $0.62 per share in exchange
 for the Company's agreement to issue to the investor a new common stock purchase warrant,
 to purchase up to 9,584,000 shares of common stock (the "Inducement Warrants,"
 and the shares issuable upon exercise of the Inducement Warrants, the "Inducement Warrant
 Shares").

 Debt:

 We expect a portion of the financing of the lithium refinery to come through debt financing. We have no binding
commitments from any person to provide financing at this time, and we are not certain whether the financing will be available to us as
needed on acceptable terms, or at all. For more information, please refer to the subsections " Promissory notes ", " Insurance
fund borrowing ", and " Short-term loans " under " Management's Discussion and
Analysis of Financial Condition and Results of Operations-Sources of Liquidity and Going Concern ".

 Incentives:

 Power has received an illustrative incentives package for up to $257 million of incentives from the State of Oklahoma, subject to
 meeting milestones, to offset the refinery's costs, and other conditions. For more information, please refer to "-State
 Incentives".

 Governmental
Incentives and Initiatives

 Federal
Government Incentives and initiatives

 The
management team believes that Stardust Power may benefit from substantial grants, financing, and other incentives provided by various
government organizations designed to facilitate American manufacturing of battery-grade lithium products. These incentives include but
are not limited to the following:

 Department of Energy Loan Programs
Office ATVM Program: ATVM
provides loans to support the manufacture of eligible advanced technology vehicles and qualifying components, including newly authorized
modes from the Bipartisan Infrastructure Law. Expanded uses beyond light-duty vehicles include medium-and heavy-duty vehicles, trains
or locomotives, maritime vessels including offshore wind support vessels, aircrafts, and hyperloop.

 Department of Defense, Defense
 Production Act:
 The
 Defense Production Act's Expansion of Domestic Production Capability and Capacity Funding
 Opportunity Announcement FA 0003546 is a government initiative aimed at enhancing domestic
 production capabilities critical to national defense, including critical minerals. It provides
 financial support to eligible entities to bolster manufacturing of strategic materials, components,
 and technologies essential for defense applications and those applications deemed to be a
 national security threat to the United States.

 Department of Energy Grant: The Office of Manufacturing and Energy Supply Chains plans to issue a Funding Opportunity
Announcement titled "Bipartisan Infrastructure Law 40207(b) Battery Materials Processing and 40207(c) Battery Manufacturing Grants
Round II," funded in part by the Infrastructure Investment and Jobs Act, a significant investment in infrastructure totaling over
$62 billion allocated to the DOE, aims to enhance the United States' competitiveness, create jobs, and provide equitable access
to economic benefits, particularly for disadvantaged communities. As part of this initiative, over $7 billion will be invested in the
battery supply chain from fiscal years 2022 to 2026, focusing on sustainable sourcing of critical minerals, processing, and end-of-life
battery recycling. Additionally, the DOE announced up to $3.5 billion from the Infrastructure Law to bolster domestic production of advanced
batteries and materials, supporting clean energy industries and creating union jobs. 37

 Department of Defense Office of Strategic Capital ("OSC"): Broadly, the OSC will do two things as part
of its partnered capital strategy for critical technologies. First, it will identify and prioritize promising critical technology areas
for the Department of Defense. Second, it will fund investments in those critical technology areas, including supply chain technologies
not always supported through direct procurement. To accomplish this, the OSC will partner with private capital providers and other federal
agencies to employ investment vehicles that have proven successful in other United States government contexts. 38

 In
January 2025, President Trump issued an executive order directing an immediate pause on the disbursement of funds appropriated through
the BIL, IR Act, and the IRA. This pause on disbursements is subject to ongoing legal challenges.

 State
Incentives

 The
Oklahoma Department of Commerce provides a robust incentive package including 5% cash rebates on payroll for all new jobs created for
10 years through the Quality Jobs Program, and an Investment Tax Credit (" ITC "). The Facility falls in an Oklahoma
 Opportunity Zone which is defined as an economically distressed area based on declining population, lower than average per capita
income, and higher than average poverty rates. Manufacturers who invest a minimum of $50,000 in depreciable property in Oklahoma Opportunity
Zones receive double the investment tax credit equating to 2% of depreciable property invested for 5 years. In addition to the Quality
Jobs Program and ITC, the state provides a 5-year property tax exemption and a sales tax exemption on machinery, goods, and electricity
used during the manufacturing process. Below is a table setting forth the different state incentives which may be applicable to Stardust
Power:

 State Incentive Program

 Total
 Potential Amount of State Incentive

 Metrics
 Stardust Power Needs for Applicability

 21st
 Century Oklahoma Quality Jobs Program

 $100,332,936
 based on $99,562,000 in annual payroll over 10 years

 Meet
 an average wage of $120,071

 Or

 Create
 at least 10 new jobs in Oklahoma in 3 years

 Offer
 basic health insurance

 U.S.
 Department of Energy. "Biden-Harris Administration Announces $3.5 Billion to Strengthen Domestic Battery Manufacturing." Available at:

 U.S.
 Department of Defense. "Secretary of Defense Establishes Office of Strategic Capital." Available at:

 State Incentive Program

 Total
 Potential Amount of State Incentive

 Metrics
 Stardust Power Needs for Applicability

 Quality Jobs Program

 $50,166,468
 based on $99,562,000 in annual payroll over 10 years

 Meet
 an average wage of 110% of the average county wage ($55, 980 in FY 2026)

 Create
 $2.5 million in new annual payrolls in Oklahoma in 3 years

 Offer
 basic health insurance

 State Incentive Program

 Total
 Potential Amount of State Incentive

 Metrics
 Stardust Power Needs for Applicability

 Combined
 with Investment/New Jobs tax credit

 $76,000,000
 based on a total investment of $800,000 in depreciable property

 Minimum
 investment of $50,000 in Oklahoma

 The
 credit doubles if the investment exceeds $40 million investment or takes place in an enterprise zone (both of which Stardust Power
 plans to meet)

 5-Year
 Property Tax Exemption

 $42,451,539

 Invest
 at least $500,000 in construction, acquisition, or expansion; and

 Meet
 an average payroll requirement listed in the Oklahoma Quality Jobs Program

 Freeport
 (Inventory) Tax Exemption

 $10,166,545

 Exemption
 on goods that come from outside the state and leave the state held for assembly, storage, manufacturing, processing, or fabricating
 moved through the Port Muskogee within 9 months

 Sales
 Tax Exemption on Machinery and Equipment

 $18,040,500

 tangible personal property used in the development of the Facility and the refining

 Sales
 Tax Exemption on Goods and Energy Consumed in Manufacturing

 $85,998,588

 all fuel and electric power used in the development of the Facility and the refining

 The
Company has engaged the services of industry experts to assist the Company in applying for government grants, such as those in Oklahoma,
in an optimal and efficient manner. The Company has submitted applications for grants under the Department of Defense, Defense Production
Act and the Department of Energy Grant for Bipartisan Infrastructure Law 40207(b) Battery Materials Processing and 40207(c) Battery Manufacturing
Grants Round II. These applications are currently under review. The Department of Defense grants could total up to $27.5 million and
the Department of Energy grants could total up to $150 million; however, there are no assurances that the Company will obtain these grants.
Further, there are no anticipated timelines for receiving responses on the government grant applications or expectations for receipt
of any grant proceeds. The Company has been advised with respect to its grant application under the Defense Production Act that such
application would be held, but currently there is no such funding available under the program.

 Intellectual
Property

Power does not own or license any intellectual property which we consider to be material. The Company has applied for registration of
its trademarks, bearing application No. 97927512 for Trademark/Service Mark Application for the United States on May 9, 2023.

 As
its business grows, the Company may in the future develop or acquire intellectual property that may be valuable or material to the business.

 Customers

 Since
Stardust Power has not commenced production, we have no existing customers. The Company has received non-binding letters of intent from
industry participants but does not have any definitive offtake agreements with potential customers.

 On January
28, 2025, the Company entered into a non-binding letter agreement with Sumitomo, contemplating a long-term commercial offtake agreement,
pursuant to which Sumitomo would agree to acquire 20,000 metric tons of lithium carbonate per year from the Company's first line
of production, with the potential to increase to 25,000 metric tons based on mutual agreement. The initial contract term would span 10
years starting from the date of the first qualification of the Company's lithium carbonate for sale to any of Sumitomo's
customers, with an option for Sumitomo to renew for an additional five years under mutually agreed terms, provided written notice is
given to the Company at least twelve months prior to the end of the initial term.

 Competitive
Strengths

 As
a developer, Stardust Power seeks to execute their mission of becoming a leading producer of BGLC, by relying on the
collective experience of its management team. The management team expects to execute, explore and evaluate opportunities for generating
revenues and increasing their access to supply properties, and assets, as well as all potential funding options. Some opportunities for
growth could be in the form of (i) strategic partnerships, (ii) off-take agreements, (iii) diversification of supply, (iv) acquisitions
of companies and technologies, and (v) participation in related commercial development activities.

 As
an early-stage company, Stardust Power's material decisions executed by its management are central to the development of the Company's
long-term goals and success. Additionally, as a pre-revenue company, Stardust Power's access to financing and ability to obtain
financing would be central to its success. The Company notes that it has not yet commenced operations at the refinery and, accordingly,
it has not yet produced any lithium products.

 The
Company intends to build its competitive strengths and continue to develop and execute its strategy in the following manner:

 Experienced
 management team: the team has decades of technical expertise and experience across global
 mining consulting firms, and manufacturers, specializing in lithium-ion technology for electric
 vehicles, hydrocarbon energy company, as well as successful capital raising and running profitable
 ventures, across multiple geographies;

 Refinery
 optimized for multiple inputs: the process of creating a matrix of multiple sources of
 feedstock and processing in the refinery reduces risk and costs, and is an important and
 significant industry differentiator;

 Speed
 to market: optimized refining process, locational advantage, and subsequently, an integrated
 play is expected to hasten time to market and ability to generate revenue faster;

 Use
 of brine feedstock: use of brine feedstock will provide alternative sources to mined
 lithium deposits, for the production of BGLC for domestic market use, and hence have independence
 from importing raw material, which would have a favorable impact on lowering cost and faster
 time to market;

 Limited
 technology risk: use of existing and proven technologies and partnerships with global
 experts for mid-stream operations in refinery operations, which is expected to minimize technical
 risks in the value chain, resulting in reduced uncertainties and cost controls, and reduce
 risks of the emerging DLE technology by partnering with players who have contributed to the
 advancement of DLE projects; and

 American
 manufacturing: ability to manufacture and contribute to lithium sourcing and manufacturing independence
 for domestic consumption in the United States market, leading to job creation, particularly in economically
 backward regions, once in production.

 Competition
and Market Barriers

 Competition

currently has many end uses, including ceramics and glass, batteries, greases, air treatment and pharmaceuticals. However, it is the
battery industry that is expected to predominantly drive future demand growth for lithium. This is expected to come from several areas:
(i) the continued growth of small format batteries for cell phones, laptops, digital cameras and hand-held power tools, (ii) the transportation
industry's electrification of automobiles, buses, delivery vehicles, motorcycles, bicycles and boats using lithium-ion battery
technology, and (iii) large format batteries for utility grid-scale storage.

 A
small number of companies dominate the production and refining of end-use lithium products such as lithium carbonate and lithium hydroxide
and are often situated in China, such as Tianqi Lithium. These companies have an established presence, higher degree of financial resources,
existing strategic partnerships, and existing experienced workforces. Stardust Power will compete with these companies on attracting
human capital, securing supply of feedstock, and in selling its products. Accordingly, the price of Stardust Power's planned products
may be affected by factors beyond our control, including fluctuations in the market prices for lithium, supplies of lithium, demand for
lithium, and mining activities of our competitors.

 Government
Regulations

 Development
activities for our Facility are subject to extensive laws and regulations, which are overseen and enforced by federal, state, and local
authorities. These applicable laws govern development, construction, production, various taxes, labor standards, occupational health
and safety, waste disposal, protection and remediation of the environment, protection of endangered and protected species, and other
matters. Various permits from governmental authorities will be required for construction and manufacturing operations, and we cannot
be assured such permits will be received. Environmental, health and safety laws and regulations may also, among other things:

 require
 notice to stakeholders of proposed and ongoing exploration, drilling, environmental studies,
 mining, or production activities;

 require
 the installation of pollution control equipment;

 restrict
 the types, quantities and concentrations of various substances that can be used or released
 into the environment in connection with, lithium manufacturing, or other production activities;

 limit
 or prohibit drilling, mining, lithium manufacturing or other production activities on lands located within wetlands,
 areas inhabited by endangered species and other protected areas, or otherwise restrict or prohibit activities
 that could impact the environment, including water resources; or

 require
 preparation of an environmental assessment or an environmental impact statement.

 Compliance
with environmental, health and safety laws and regulations may impose substantial costs on us, subject us to significant potential
liabilities, and have an adverse effect on our capital expenditures, results of operations, or competitive position. Violations and
liabilities with respect to these laws and regulations could result in significant administrative, civil, or criminal penalties,
remedial clean-ups, natural resource damages, permit modifications and/or revocations, operational interruptions and/or shutdowns,
and other liabilities, as well as reputational harm, including damage to our relationships with customers, suppliers, investors,
governments or other stakeholders. The costs of remedying such conditions may be significant, and remediation obligations could
adversely affect our business, results of operations, and financial condition. Federal, state, and local authorities frequently
revise environmental, health and safety laws and regulations, and any changes in these regulations, or the interpretations thereof,
could require us to expend significant resources to comply with new laws or regulations or changes to current requirements and could
have an adverse impact on our business operations.

 Permits

 Certain
federal, state, and local permits are required for the project. State permitting focuses on air emissions, wastewater, and stormwater
permits. Federal permitting focuses on possible cultural, biological, and natural resources and threatened/endangered species impacts.
The key permitting agency for the project at the state level is the Oklahoma Department of Environmental Quality (the "DEQ").
Stardust Power has received from the DEQ the general permit for stormwater discharges from Construction Activities, along with approval
of its stormwater pollution prevention plan. In addition, Stardust Power has submitted to the DEQ the required air emissions permit application
on January 20, 2025, and has received on February 20, 2025, notification that such permit is declared administratively complete and is
now under technical review.

 Legal
Proceedings

 We
are currently not aware of any such legal proceedings or claims that we believe will have a material adverse impact on our business,
financial condition or operating results. However, from time to time, we may receive various demand letters or become involved in
various lawsuits and legal proceedings, which arise in the ordinary course of business.

 Websites

 The
Company maintains one active website, www.stardust-power.com, which serves as its corporate website and contains information about
the Company and its business. The information included on Stardust Power's website is not incorporated by reference in any other
report or document filed with the SEC, and any reference to such website is intended to be an inactive textual reference only.

 Corporate
Information and Facilities

Power Inc. is a Delaware corporation. Our registered office is located at 251 Little Falls Dr, Wilmington, New Castle, DE 19808, and
our corporate mailing address is 15 E. Putnam Ave, Suite 378, Greenwich, CT 06830.

 Our
mailing address for our Oklahoma office is at 6608 N. Western Ave Suite 466, Nichols Hills, OK 73116.

 Our
telephone number is (800) 742-3095 The registered office of our subsidiaries is located at 251 Little Falls Dr, Wilmington, New
Castle, DE 19808.

 We
have an office in Oklahoma, which is located at 9112 N. Kelley Ave, Suite C, Oklahoma City, Oklahoma 73131, covering 1,493 square
feet, which has been assigned to the Company by VIKASA Capital Partners LLC ("VCP"), an affiliate of the Company, on March 16, 2023. The
lease for the same is on a short-term basis.

 Information
About Our Executive Officers

 Roshan
Pujari, Chief Executive Officer and Chairman

 Roshan
Pujari, 47, has served as Chairman of the Board and as our Chief Executive Officer since the consummation of the Business Combination
in July 2024. Prior to the Business Combination, Mr. Pujari co-founded Stardust Power and served as Chief Executive Officer of the Company
from its inception in March 2023. In his role as Chief Executive Officer of Stardust Power, he is responsible for developing and executing
strategy, operations, key hires and financing. Mr. Pujari is a highly seasoned chief executive officer. Mr. Pujari has over 20 years
of experience in investments and transactions and has demonstrated expertise and deep domain knowledge in new company formation and
fund raising. He is highly skilled in dealmaking, identifying niche opportunities and leading them to successful ventures. Prior to co-founding
Stardust Power, Mr. Pujari founded VIKASA Capital LLC in 2012, and then organized as VIKASA Capital Inc. in 2021, as a diversified investment
firm investing into global markets and clean energy. Mr. Pujari led the firm's clean energy practice where he developed a deep
understanding of lithium. He is also a philanthropist, having founded the Pujari Foundation, a 501(c)(3) non-profit organization, to
promote the interests of education, arts, and community around the globe. Mr. Pujari has served on numerous philanthropic boards and
served as a Governor's appointee to the Oklahoma Arts Council. He served as trustee for the Heritage Hall School from 2017 to 2021,
his alma mater. Mr. Pujari attended the University of Redlands in California, where he majored in both History and Government, and was
in the honor society in both majors. Mr. Pujari also has a diploma from Heritage Hall, Oklahoma, where he was awarded "Top Speaker"
in the National Tournament in 1995.

 Pablo
Cortegoso, Chief Technical Officer

 Pablo
Cortegoso, 42, has served as the Chief Technical Officer of Stardust Power since February 2024. In this role, he is responsible for all
operations aspects of exploration, mining, extraction and production. Mr. Cortegoso has over 13 years of experience in civil and mining
projects, specializing in lithium projects. His skills include the development of hydrogeological field programs, with an emphasis on
lithium brine deposits, including well designs, packer testing, aquifer tests, brine standards preparation, sampling protocols and drilling
oversight, with expertise in solar pond evaporation design, modeling and operation for lithium and potassium brine projects. He has extensive
experience in performing fatal flaw analysis; risk and investment analysis; technical due diligence, including on battery metals; design
and implementation of field programs; data collection and analysis for hydrogeological and geotechnical studies; and completing technical
reports (Mineral Resource and Reserve Statements, PEA, PFS, FS) in accordance with international guidelines for lithium brine and hard
rock projects throughout Argentina, Australia, Brazil, Bolivia, Canada, Chile, Mexico, the United States, Europe, the United Kingdom
and Botswana. Prior to joining Stardust Power, Mr. Cortegoso served as a freelance industry consultant. Prior to co-founding Stardust
Power, Mr. Cortegoso served at Aurora Lithium (Galp/Northvolt), as Vice President, Sourcing, in Lisbon, Portugal from April 2022 to March
2023. Prior to Aurora Lithium, he served at SRK Consulting (U.S.), Inc. in various positions including as Senior Consultant from January
2018 to February 2022, and as Consultant from September 2010 to December 2017. Prior to SRK, he served at Trine University as Graduate
Researcher and Teaching Assistant from August 2009 to May 2010. Prior to Trine University, Mr. Cortegoso served at Jose Cartellone Construcciones
Civiles, in Buenos Aires, Argentina as Management and Budget Control Analyst in 2007. He is a published author in prestigious industry
magazines and has presented in conferences and workshops globally in his field of expertise on lithium. Mr. Cortegoso has industry affiliations,
including as a Registered Member of the Society for Mining, Metallurgy, and Exploration, Inc.; a Qualified Person under the guidelines
of National Instrument 43-101 in Canada; and a Competent Person in accordance with the JORC Code in Australia. Mr. Cortegoso earned his
master's degree in civil engineering from Trine University, and an undergraduate degree in civil engineering from the Universidad
Nacional de Cuyo in Argentina.

 Udaychandra
Devasper, Chief Financial Officer

 Udaychandra
(Uday) Devasper, 43, has served as the Chief Financial Officer of Stardust Power since December 2023. In this role, Mr. Devasper is responsible
for leading and developing the finance and accounting functions of the Company, as well as assisting the Chief Executive Officer in executing
strategy, operations, key hires and financing functions. He is a highly seasoned finance professional, with over 20 years of experience
in finance and accounting and has demonstrated expertise and deep domain knowledge in leading projects and assisting companies through
multiple transactions. Mr. Devasper's skills include building and managing large teams; operational and technical accounting expertise
in key accounting areas such as revenues, mergers and acquisitions; and end-to-end project management for de-SPAC and IPO transactions.
Prior to joining Stardust Power, Mr. Devasper was part of the initial founding team as a partner at Effectus Group, LLC, a boutique national
accounting advisory firm, where he was involved in developing the business, hiring and resource management, as well as leading the firm's
nationwide Technology practice (which included the clean energy industry) for all technical accounting and strategic projects, from October
2014 to September 2022. During his time at Effectus, he gained domain, industry and transactional expertise through the multiple projects
he led for companies in the cleantech, renewable energy and alternative energy sectors. Further, during his term at Effectus, Mr. Devasper
led multiple de-SPAC/IPO transactions in the cleantech and renewable energy sectors, including end-to-end project management and overall
reporting assistance. Prior to his term at Effectus, Mr. Devasper served as a Director, Technical Accounting at Echelon Corporation from
July 2012 to August 2014, and as a Senior Manager, Technical Accounting at Synopsys, Inc., from March 2011 to July 2012. Prior to Echelon
and Synopsys, he worked in the public accounting sector at KPMG LLP, progressing to Senior Manager, Assurance. Mr. Devasper is a licensed
CPA (inactive) in California, and a licensed Chartered Accountant from the Institute of Chartered Accountants of India. He earned his
bachelor's degree in commerce from Mumbai University in India.

 Chris
Celano, Chief Operating Officer

 Chris
Celano, 55, has served as the Chief Operating Officer of Stardust Power since January 2025. In this role, Mr. Celano oversees the Company's
upstream lithium supply initiatives and processing operations, including sourcing and site development. He plays a key role in driving
the Company's operational efficiency, advancing the timely delivery of high-quality lithium products and strengthening relationships
with customers and stakeholders. His deep experience in renewables, cleantech and drilling will be pivotal to the Company's long-term
success as it works to meet growing demand for critical minerals. Mr. Celano brings over 20 years of executive leadership experience,
combining a strong background as a Chief Executive Officer, practicing securities attorney and graduate of the Massachusetts Institute
of Technology. His diverse expertise spans the energy sector, drilling, engineering, procurement and construction fields, along with
deep legal knowledge, from which he is uniquely equipped to drive Stardust Power's strategic and operational goals during this
critical phase of the Company's growth. Prior to joining Stardust Power, he served as President and Chief Executive Officer of
IHI E&C International Corporation beginning in January 2017, prior to which he served as General Counsel and Senior Vice President
of Business Administration beginning in February 2013. Prior to his time at IHI, Mr. Celano served as Vice President and General Counsel
at Vantage Drilling Company from May 2008 to May 2011. He started his career at the law firms Olshan Frome Wolosky LLP, Graham &
James LLP and Elenoff Grossman & Schole LLP. Mr. Celano has a bachelor's degree in economics from Vanderbilt University, a
J.D. from Boston College Law School, an LLM from New York University School of Law and a master's degree in engineering from the
Massachusetts Institute of Technology.

 Human
Capital Resources

 Employees

 We
have eight employees as of December 31, 2024.

 Environmental,
Social and Governance

 We
believe lithium will continue to play an important role in the transition
to a lower carbon future and the fight against climate change. Likewise, we believe that meeting the growing demand for lithium compounds
must be balanced with considerations for responsible refining across the spectrum of ESG issues and concerns. Our core values reflect
this commitment to sustainability. We believe that operating in a safe, ethical, socially conscious and sustainable manner is important
for our business.

 As
such, we intend to continue to integrate ESG and sustainability considerations into our business, operations and investment decisions.

 Environmental

 Brines:
Focusing on brines, which have a smaller carbon footprint than open pit mining hard rock sources provides for a smaller environmental
impact.

 Sustainable
Power: We intend to source the energy to power our refinery from sustainable sources of power, including solar and wind power
available from the state of Oklahoma.

 ZLD
technology: We are engineering our Facility based on ZLD technologies which do not produce liquid discharge as a result of our conversion
process.

 Social

 As
Stardust Power recruits employees for its projects, we intend to focus hiring efforts on hiring workers from local communities near our
project areas.

 Governance

Power is committed to transparency, and corporate governance best-practices, and has the following corporate governance policies and
guidelines in place:

 Privacy
 Policy;

 Open
 Reporting Policy (Whistleblower Policy);

 Code
 of Conduct and Cyber Security Agreement;

 Supplier
 Code of Conduct;

 Vendor
 Risk Assessment Program;

 Cybersecurity
 Policy;

 Community
 Benefits Plan;

 Clawback
 Policy;

 Code
 of Business Conduct and Ethics;

 Compliance
 Reporting Policy;

 Corporate
 Governance Guidelines;

 Insider
 Trading Policy;

 Regulation
 FD Policy; and

 Related
 Party Transactions Policy.

 ITEM
1A. RISK FACTORS.

 Summary
of Risk Factors

 An
investment in our securities involves a high degree of risk. The occurrence of one or more of the events or circumstances described in
the section entitled " Risk Factors," alone or in combination with other events or circumstances, may materially adversely
affect our business, financial condition and operating results. In that event, the trading price of our securities could decline, and
you could lose all or part of your investment. Such risks include, but are not limited to, the following:

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

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

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

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

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

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

 Our
 long-term success will depend ultimately on our ability to generate revenues, achieve and
 maintain profitability, and develop positive cash flows from our battery-grade lithium production
 activities.

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

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

 Even
 if we are successful in completing all initial phases and the first commercial production
 at our Facility and consistently produce battery-grade lithium on a commercial scale, we
 may not be successful in commencing and expanding commercial operations to support the growth
 of our business.

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

 Our
 products may not qualify for use for our intended customers.

 We
 might not be able to sell our products as intended.

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

 We
 may not be able to develop, maintain and grow strategic relationships, identify new strategic
 relationship opportunities or form strategic relationships, in the future.

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

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

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

 We
 may be unable to qualify for existing federal and state level grants and incentives and the
 grants and incentives may not be released to us as quickly or efficiently as we anticipate
 or at all.

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

 prices are subject to unpredictable fluctuations.

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

 Our
 future growth and success are dependent upon consumers' demand for electric vehicles
 in an automotive industry that is generally competitive, cyclical and volatile.

 We
 may be unable to successfully negotiate final, binding terms related to our current non-binding
 memoranda of understanding and letters of intent for supply and offtake agreements, which
 could harm our commercial prospects.

 An
 escalation of the current war in Ukraine, generalized conflict in Europe and the Middle East,
 or the emergence of conflict elsewhere, may adversely affect our business.

 Potential
 tariffs or a global trade war could increase the cost of products we rely upon, which could
 adversely impact the competitiveness of our business and our financial results.

 Climate
 change, legislation, regulation and policies may result in increased operating costs and
 otherwise affect our business, our industry and the global economy.

 We identified material weaknesses in our internal control over financial reporting in prior year. If we experience
additional material weaknesses or other deficiencies in the future or otherwise fail to maintain an effective system of internal control
over financial reporting, we may not be able to accurately or timely report our financial results, which could result in loss of investor
confidence and adversely impact our stock price.

 Risks
Related to Our Business and Industry

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

 We
have had a limited operating history in the lithium industry, and we have not realized any revenues to date from the sale of lithium,
and our operating cash flow needs have been financed through issuance of SAFE notes, debt and equity securities, and not through cash
flows derived from our operations. As a result, we have little historical financial and operating information from our lithium business
to help you evaluate our performance.

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

 We
incorporated on March 16, 2023, and have yet to construct our Facility and commence production. As a result, we have a limited operating
history upon which to evaluate our business and future prospects, which subjects us to a number of risks and uncertainties, including
our ability to plan for and predict future growth. Since our founding, and acquisition of land for the establishment of our Facility,
we have made significant progress towards site due diligence, engineering and techno-economic analysis for assessing suitability of the
land and location. The refinery designs, brine extraction and transportation process to our Facility, process configurations, and control
system of the Facility are representative of an industrial-scale battery-grade lithium production facility. We have also undertaken and
continue to undertake various environmental studies by industry experts. As we continue to develop our production Facility, we expect
our operating losses and negative operating cash flows to grow until first commercial production and sales.

 We
may encounter risks and difficulties experienced by growing companies in rapidly developing and changing industries, including challenges
related to achieving market acceptance of our products, competing against companies with greater financial and technical resources, competing
against entrenched incumbent competitors that have long-standing relationships with our prospective customers in the battery-grade lithium
market, recruiting and retaining qualified employees, and making use of our limited resources. We cannot ensure that we will be successful
in addressing these and other challenges that we may face in the future, and our business may be adversely affected if we do not manage
these risks appropriately. As a result, we may not attain sufficient revenue to achieve or maintain positive cash flow from operations
or profitability in any given period, or at all.

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

 Our
management has concluded that there is substantial doubt about our ability to continue as a going concern. Since inception, we have incurred
significant operating losses, have an accumulated deficit of approximately $52.62 million as of December 31, 2024, and negative operating
cash flow of approximately $9.72 million for the year ended December 31, 2024. Our management expects that operating losses and negative
cash flows may continue to increase from the December 31, 2024, levels, particularly because we are not generating any revenue as yet
and owing to additional costs towards capital expenditure and expenses related to the development of site preparation, engineering, feasibility
studies, and investment in upstream companies and salaries of the senior team and professional expenses. These conditions raise substantial
doubt about our ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent
upon management's plan to raise additional capital from issuance of equity or receive additional borrowings to fund the Company's
operating and investing activities. There can be no assurance that we will be successful in our plans described elsewhere in this
annual report or in attracting future debt, equity financings or strategic and collaborative ventures with third parties on acceptable
terms, or if at all. If we are unable to raise adequate capital at favorable terms, the business, operations and financial results, and
hence stock price of securities of the Company in the public markets may be adversely impacted, which could have a material adverse impact
on your investment.

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

 As
a development stage company, we have yet to start the purification of lithium brine to produce battery-grade lithium and are not likely
to generate revenue in our initial years of operations. Accordingly, we cannot assure you that we will ever realize any profits. Any
profitability in the future from our business will be dependent upon an economic method of extracting the required brine by our partners,
whether directly or as byproducts of the oil and gas industry, and from further exploration and development of other economic sources
of brine. Further, we cannot assure you that any exploration and extraction programs conducted by our partners will result in profitable
commercially viable extraction, purification and production operations. The exploration, extraction and purification of lithium brine,
whether obtained from deposits or as byproducts of the oil and gas industry, involves a high degree of financial risk over a significant
period of time, which may or may not be reduced or eliminated through a combination of careful evaluation, experience, and skilled management.
While the discovery of additional lithium brine deposits may result in increasing and diversifying supply sources, there can be no assurances
that costs associated with extraction and subsequent transportation to the Facility would be economical and efficient enough for profitable
commercial production. Further, significant expenses may be required by our partners to construct processing facilities and to establish
brine reserves.

 We
do not know with certainty that economically recoverable lithium exists on properties of our partners from who we seek to obtain brine.
In addition, the quantity of any brine reserves may vary depending on input prices. Any material change in the quantity or grade of brine
may affect the economic viability of our properties.

 Subsequent
to the entering into of commercial product and offtake agreements to sell battery-grade lithium, we may be required to import the input
raw materials in order to meet demand. In that event, import expenses, levies by exporting governments, regulatory approvals, shipping
and logistics arrangements and costs, could potentially make the production of battery-grade lithium at our facilities economically unviable.
This could have a material adverse impact on our business, financial condition, and results of operations and cash flows.

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

 Our
level of profitability, if any, in future years will depend to a great degree on lithium prices and whether we can purchase brine at
a price that is economically feasible for us to produce battery-grade lithium. Exploration and development of lithium resources are highly
speculative in nature, and it is impossible to ensure that any of our suppliers will establish reserves. Whether it will be economically
feasible for our suppliers to extract lithium depends on a number of factors, including, but not limited to: (i) particular attributes
of the brine assets, such as chemical composition of lithium, presence of contaminants, temperature of the brine, physical and chemical
conditions of the brine and extraction technology and proximity to infrastructure, among other factors; (ii) lithium prices; (iii) extraction,
processing and, purification; (iv) logistics and transportation costs; (v) willingness of lenders and investors to provide capital, including
project financing; (vi) labor costs and possible labor strikes; (vii) non-issuance or delays in the issuance of permits; (viii) electric
vehicle supply and demand; and (ix) governmental regulations, including, without limitation, regulations relating to prices, taxes, royalties,
land tenure, land use, importing and exporting materials, grants, foreign exchange, environmental, health and safety, employment, transportation,
and reclamation and closure obligations.

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

 the
 discovery of unusual or unexpected geological formations;

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

 unplanned
 power outages and water shortages;

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

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

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

 environmental,
 health and safety regulations; and

 other
 risks involved in the conduct of lithium exploration and operations.

 The
nature of these risks is such that liabilities could exceed any applicable insurance policy limits or could be excluded from coverage.
There are also risks against which we cannot insure or against which we may elect not to insure. The potential costs, which could be
associated with any liabilities not covered by insurance or in excess of insurance coverage, or compliance with applicable laws and regulations
may cause substantial delays and require significant capital outlays, adversely affecting our future earnings, competitive position,
and potentially our financial viability.

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

 Our
quarterly and annual operating and financial results are difficult to predict and may fluctuate significantly from period to period.
Our revenues, net income and results of operations may fluctuate as a result of a variety of factors that are outside our control including,
but not limited to, lack of sufficient working capital, equipment malfunction and breakdowns, inability to timely find spare machines
or parts to fix the broken equipment, regulatory or licensing delays and severe weather phenomena.

 Our
long-term success will depend ultimately on our ability to generate revenues, achieve and maintain profitability, and develop positive
cash flows from our battery-grade lithium production activities.

 Our
ability to acquire additional lithium brine from suppliers depends on our ability to generate revenues, achieve and maintain profitability,
and generate positive cash flow from our operations. The economic viability of the Facility has many risks and uncertainties including,
but not limited to:

 significant,
 prolonged decrease in the market price of lithium;

 significantly
 higher than expected construction, extraction or refining costs;

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

 significant
 delays, reductions, or stoppages in lithium extraction activities;

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

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

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

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

 significant
 difficulty in marketing or selling battery-grade lithium;

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

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

 general
 economic and political conditions, such as recessions, interest rates, inflation and acts
 of war or terrorism.

 It
is common for a new lithium refining operation to experience unexpected costs, problems, and delays during construction, commissioning
and start-up. Most similar projects suffer delays during these periods due to numerous factors, including the factors listed above. Any
of these factors could result in changes to capital and operating expenditures, economic returns or cash flow estimates of the project
or have other negative impacts on our financial position. There is no assurance that our Facility will commence commercial production
on schedule, or at all, or will result in profitable, viable operations. If we are unable to develop our Facility into a commercial operating
facility, our business and financial condition will be materially adversely affected. Moreover, even if a feasibility study supports
a commercially viable project, there are many additional factors that could impact the project's development, including terms and
availability of financing, cost overruns, litigation or administrative appeals concerning the project, delays in development, and any
permitting changes, among other factors, and factors beyond our control such as adverse weather conditions.

 Our
future lithium refining and production activities may change as a result of any one or more of these risks and uncertainties. We cannot
assure you that any of our activities will result in achieving and maintaining profitability and developing positive cash flows.

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

 Through
our strategic memorandums of understanding via non-binding contractual arrangements with leading global players such as Usha Resources
for the Jackpot Lake Lithium Brine Project, QXR, IGX and Zelandez, we depend on them for supply and production of lithium brine, and
if for some reason the memorandums of understanding do not culminate into binding agreements or do not yield desired economic results,
it could adversely impact our business, operations and financial condition. For example, the results of the Phase I of Liberty Lithium
project with QXR may prove to be economically unviable, or not an economically viable source of feedstock for the Company. Further, our
arrangement with Zelandez may also not create adequate feedstock. Sufficient supply and production of lithium brine may not be available
at the onset of the production at the Facility. Additionally, upstream risks may prevent us from organizing enough feedstock supply to
produce consistent lithium products, and the competitive landscape for lithium supply could become a detriment to the Company's
efforts. Changes in commodity prices may also limit upstream exploration and production. We cannot assure you that we will not be faced
with adverse impacts should the execution of our strategy be impacted.

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

 Our
business model is designed to have a central refinery where inputs are transported to the central location. This approach has a layer
of transportation costs associated with it. While our management believes these costs can be limited through concentration and or crystallization,
we cannot assure you that any adverse changes in transportation costs, transportation and logistics levies, changed in concentration
and or crystallization process leading to increased costs, among others, would not increase costs substantially, reduce operating margins,
or make our project unviable.

 Even
if we are successful in completing all initial phases and the first commercial production at our Facility and consistently produce battery-grade
lithium on a commercial scale, we may not be successful in commencing and expanding commercial operations to support the growth of our
business.

 Our
ability to achieve significant future revenue will depend in large part upon our ability to attract customers and enter into contracts
on favorable terms. We expect that many of our customers will be large companies with extensive experience operating in the lithium markets.
We lack significant commercial operating experience and may face difficulties in developing marketing expertise in these fields. Our
business model relies upon our ability to successfully implement our first commercial production and commence and expand commercial operations.
Furthermore, we also intend to successfully negotiate, structure and fulfill long-term supply agreements for lithium brine with suppliers.

 Agreements
with potential customers may initially only provide for the purchase of limited quantities from us. Our ability to increase our sales
will depend in large part upon our ability to expand these existing customer relationships into long-term supply agreements. Establishing,
maintaining and expanding relationships with customers in general can require substantial investment without any assurance from customers
that they will place significant orders. In addition, many of our potential customers may be more experienced in these matters than we
are, and we may fail to successfully negotiate these agreements in a timely manner or on favorable terms which, in turn, may force us
to slow our production, dedicate additional resources to increasing our storage capacity and/or dedicate resources to sales in spot markets.
Furthermore, should we become more dependent on spot market sales, our profitability will become increasingly vulnerable to short-term
fluctuations in the price and demand for battery-grade lithium and competing substitutes.

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

 Future
growth may place strains on our financial, technical, operational, and administrative resources and cause us to rely more on project
partners and independent contractors, thus, potentially adversely affecting our financial position and results of operations. Our ability
to grow will depend on a number of factors, including, but not limited to:

 our
 ability to develop existing prospects;

 our
 ability to identify suppliers and enter into long-term supply agreements with suppliers;

 our
 ability to maintain or enter into new relationships with project partners and independent contractors;

 our
 ability to continue to retain and attract skilled personnel;

 our
 access to capital;

 the
 market price for lithium products; and

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

 Our
products may not qualify for use for our intended customers.

 Our
battery-grade lithium products may not be suitable for our intended customers' use for lithium-ion batteries. These batteries have
strict requirements for the materials used in their manufacture as impurities can lead to poor charging performance including reduced
vehicle range of operation, more frequent need to charge, problems with batteries starting at colder temperature and, in some extreme
cases, to batteries catching on fire. A major issue with the current lithium conversion practice in the industry is reliable operation
in producing high-quality lithium products. Although through our business arrangements and our process, we expect to produce battery-grade
lithium products that meet purity requirements, we cannot assure you that we will be able to enter into business arrangements as we intend,
that our processes will meet the stringent quality testing norms of our intended customers, and we will not be able to develop the market
to sell our products, which will have an adverse impact on our revenue, operations and financial condition.

 We
might not be able to sell our products as intended.

 As
a result of evolving market dynamics, we may not be able to secure long-term buyers for our products for a variety of reasons, including:
qualification, competitive pricing, logistical costs, future government policies and incentives, changes in demand from EV adoption,
changes in demand due to changes in chemistry of batteries, or the synthesizing of battery metals, emergence of new engineering technologies
or processes that could render existing processes obsolete, and alternatives to battery-grade lithium for the EV industry, among others.
We cannot assure you that such events in the future may not occur, or how adversely they will impact our business, operations and financial
position.

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

 Delays
may stop or temporarily stop the development of our Facility. These delays could include but are not limited to, permitting delays and
inability to obtain permits, construction delays, procurement issues, workforce sourcing, community activism, and political opposition.
A significant delay in completion of our Facility could adversely affect our ability to finish development with changes in both capital
expenditure and operating expenditure.

 We depend on our ability to successfully access
the capital and financial markets. Any inability to access the capital or financial markets may limit our ability to meet our liquidity
needs and long-term commitments, fund our ongoing operations, execute our business plan or pursue investments that we may rely on for
future growth.

 Until commercial production is
achieved from our planned projects, we will continue to incur operating and investing net cash outflows associated with including, but
not limited to, undertaking exploration, extraction and production activities, and the development of our planned projects. As a result,
we rely on access to various sources of funding including debt, private equity, the public and private debt and equity capital markets,
as well as grants, as a source of funding for our capital and operating requirements. We require additional capital to meet our liquidity
needs related to expenses for our various corporate activities, including the costs related to our status as a publicly traded company,
funding for our ongoing operations, explore and define lithium brine extraction, and establish any future lithium operations. We cannot
assure you that such additional funding will be available to us on satisfactory terms, or at all.

 To finance our future ongoing
operations, and future capital needs, we may require additional funds through the issuance of additional equity or debt securities. Depending
on the type and terms of any financing we pursue, stockholders' rights and the value of their investment in our Common Stock could
be reduced. Any additional equity financing will dilute our existing shareholdings. If the issuance of new securities results in diminished
rights to holders of our Common Stock, the market price of our Common Stock could be negatively impacted. New or additional debt financing,
if available, may involve restrictions on financing and operating activities. In addition, if we issue secured debt securities, the holders
of the debt would have a claim to our assets that would be prior to the rights of stockholders until the debt is paid. Interest on such
debt securities would increase costs and would subject us to increased debt service obligations, could result in operating and financing
covenants that would restrict our operations and hence negatively impact operating results.

 If we are unable to obtain additional
financing, as needed, at competitive terms, our ability to fund our current operations and implement our business plan and strategy will
be adversely affected. These circumstances may require us to reduce the scope of our operations and scale back our exploration, extraction,
refining and production plans. There is no guarantee that we will be able to secure any additional funding or be able to secure funding
to provide us with sufficient funds to meet our objectives, which may adversely affect our business and financial position. There can
be no assurance that financing will be available in a timely manner or in amounts or on terms acceptable to us, or at all. Any failure
to raise needed funds on terms favorable to us, or at all, could severely restrict our liquidity as well as have a material adverse impact
on our business, results of operations, and financial performance.

 We
may not be able to develop, maintain and grow strategic relationships, identify new strategic relationship opportunities, or form strategic
relationships, in the future.

 We
expect that our ability to establish, maintain, and manage strategic relationships, such as our non-binding agreements with suppliers,
offtakers, technology partners and other related service/ancillary providers, will be important to the success of our business. We cannot
guarantee that the companies with which we have developed or will develop strategic relationships will continue to devote the resources
necessary to promote mutually beneficial business relationships in order to grow our business. If, for some reason, our partners choose
to terminate our contracts with them, refuse to enter into contracts with us on commercially reasonable terms, or are unable to deliver
on agreed terms, the refining of lithium brine, the construction of our Facility, the ability to produce market-acceptable battery-grade
lithium, and our business operations would be materially adversely impacted. Further, some of our current arrangements are not exclusive,
and some of our strategic partners may work with our competitors in the future. If we are unsuccessful in establishing or maintaining
our relationships with key strategic partners, our overall growth could be impaired, and our business, prospects, financial condition,
and operating results could be adversely affected.

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

 Lithium in concentrated form could
be highly combustible, if not produced, stored and transported using the appropriate protocols. It may cause violent combustion or explosion,
on contact with heat or water. Pure lithium when finely dispersed, may ignite spontaneously on contact with air, under certain circumstances.
Upon exposure to heat, toxic fumes are formed, and then it may decompose. The product can react violently with strong oxidants, acids
and many other compounds (e.g. hydrocarbons, halogens, halons, concrete, sand and asbestos). This creates fire and explosion hazard. Lithium
could also react with water, which may produce highly flammable hydrogen gas and corrosive fumes of lithium hydroxide. Transportation
of lithium can be dangerous if not conducted using appropriate safety measures. The end products, such as lithium-ion battery,
which is manufactured with our product, may be unstable and combustible. While we intend to follow protocol and safety measures, we cannot
assure you that the lithium we produce will not combust. If it does, it could severely impact our operations, business, and revenue as
well as increase our insurance claims and insurance premium, thereby impacting our profitability.

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

 The
DLE industry and lithium processing sector include established competitors possessing substantial capitalization and extensive resources.
Accordingly, we may encounter challenges competing against these well-capitalized incumbents. These industry participants often benefit
from significant financial reserves operational and distribution scale, which could potentially place us at a competitive disadvantage.

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

 Producers,
especially in foreign jurisdictions including but not limited to China, Argentina, Chile, India and Australia, could use processes that
might produce lower-cost lithium, which could impact the market in general, and adversely impact the sales of the Company, in particular.
Other producers could forgo DLE technologies and use ponds or other mechanisms to extract lithium, which could have a lower cost basis.
Further, other producers could operate in markets which may have less rigorous environmental, health, safety, and other regulatory compliance
standards compared to our market This could lead those producers to reduce costs substantially, that could make our pricing less competitive
or even unviable. If such a scenario were to occur, it could have a material adverse impact on our revenue, profitability and cash flow.

 We
may be unable to qualify for existing federal and state level grants and incentives and the grants and incentives may not be released
to us as quickly or efficiently as we anticipate or at all.

 There
are substantial grants, financing, and other incentives provided by various government organizations designed to facilitate American
manufacturing of battery-grade lithium products, such as the those covered under the incentives through the IRA, IR Act and BIL
under the aegis of the Department of Energy LPO Loan Programs Office Advanced Technology Vehicles Manufacturing Loan Program, Department
of Defense, Defense Production Act, Department of Energy Grant, Department of Defense Office of Strategic Capital, as well as the Investment
Tax Credit and the 21st Century Quality Jobs Program by the Oklahoma Department of Commerce, among others. While we expect to receive
grants from the State of Oklahoma, we cannot assure you that such grants will be received in a timely manner in meaningful amounts, or
at all, and we may not be eligible or qualify for federal grants. These and other future governmental incentives may be removed or no
longer provided, due to changes in governmental policies or political attitudes towards such incentives which may change and limit the
distribution of any such incentives. For example, the Company has been advised with respect to its grant application under the Defense
Production Act that such application would be held, but currently there is no such funding available under the program. Additionally,
in January 2025, President Trump issued an executive order directing an immediate pause on the disbursement of funds appropriated through
the BIL/Infrastructure Investment and Jobs Act, the IRA and the IR Act. This pause on disbursements is subject to ongoing legal challenges.
Furthermore, the IR Act and the IRA may be subject to attempts to amend or repeal, including through Congressional budget reconciliation.
The full impact of these actions and next steps remains uncertain at this time. We cannot assure you that if the basis of certain incentives
changes and the grants become non-available or are delayed, the same will not affect our ability to start our operations in a timely
and cost-effective manner, leading to delays in commissioning, and could adversely impact our financing options, and hence adversely
impact our ability to generate revenue and profitability.

 We
may in the future use hedging arrangements to mitigate certain risks, but the use of such derivative instruments could have a material
adverse impact on our results of operations.

 In
the future, we may use interest rate swaps to manage interest rate risk, especially on long-term offtake contracts with customers. In
addition, we may use forward sales and other types of hedging contracts, including foreign currency hedges if we do expand into other
countries. If we elect to enter into these types of hedging arrangements, our related assets could recognize financial losses on these
arrangements as a result of volatility in the market values of the underlying asset or if a counterparty fails to perform under a contract.
If actively quoted market prices and pricing information from external sources are not available, the valuation of these contracts would
involve judgment or the use of estimates. As a result, changes in the underlying assumptions or use of alternative valuation methods
could affect the reported fair value of these contracts. If the values of these financial contracts change in a manner that we do not
anticipate, or if a counterparty fails to perform under a contract, it could harm our business, financial condition, results of operations
and cash flows.

 We
may acquire or invest in additional companies, which may divert our management's attention, result in additional dilution to our
stockholders, and consume resources that are necessary to sustain our business.

 Our
business strategy may include in part acquiring other complementary technologies or businesses, or that provide us with downstream or
upstream integration, or making minority investments in such businesses. We may also enter relationships with other businesses to expand
our operations and to create service networks to support our production and delivery of battery-grade lithium. An acquisition, investment,
or business relationship may result in unforeseen operating difficulties and expenditures, including ones that we may pursue but do not
conclude in an acquisition, investment, or business relationship. We may encounter difficulties assimilating or integrating the businesses,
technologies, products, services, personnel, or operations of the acquired companies particularly if the key personnel of the acquired
companies choose not to work for us. Acquisitions may also disrupt our business, divert our resources, and require significant management
attention that would otherwise be available for the development of our business. Moreover, the anticipated benefits of any acquisition,
investment, or business relationship may not be realized or we may be exposed to unknown liabilities.

 Negotiating
these transactions can be time consuming, difficult, and expensive. We may incur significant business development expenses, and management's
attention may be diverted from the operation of our existing business, during the discussion and negotiation period. Further, our ability
to close these transactions may often be subject to approvals that are beyond our control. Consequently, these transactions, even if
undertaken and announced, may not close. Even if we do successfully complete acquisitions or investments, we may not ultimately strengthen
our competitive position or achieve our goals, and any acquisitions we complete could be viewed negatively by our customers, securities
analysts, and investors.

 To
the extent we make only a minority equity interest in a company, we may lack affirmative control rights, which may diminish our ability
to influence the company's affairs in a manner intended to enhance the value of our investment in the company. We could incur losses
if the majority stakeholders or the management of the company takes risks or otherwise acts in a manner that does not serve our interests.
In addition, we could be subject to reputational harm if the company in which the investment is made makes business, financial or management
decisions with which we do not agree. These circumstances could also lead to disputes and litigation with management or employees of
the company in which the investment is made, or its other stockholders.

 We
are dependent upon key management employees.

 The
responsibility of overseeing the day-to-day operations and the strategic management of our business depends substantially on our senior
management and key personnel. Loss of any such personnel may have an adverse effect on our performance. The success of our operations
will depend upon numerous factors, many of which, in part, are beyond our control, including our ability to attract and retain additional
key personnel in sales, marketing, engineering and technical support, and finance. Certain areas in which we operate are highly competitive
and competition for qualified personnel is significant. We may be unable to hire suitable field personnel for our engineering and technical
team or there may be periods of time where a particular position remains vacant while a suitable replacement is identified and appointed.
We may not be successful in attracting and retaining the personnel required to grow and operate our business profitably.

 Our
success as a company producing battery-grade lithium and related products depends to a great extent on the capabilities of our partners
for lithium extraction from brine and our ability to secure capital for the implementation of brine processing plants.

 Our
success as a producer of lithium and related products is dependent on our ability to develop and implement more efficient production
capabilities based on mineral rich brine and implementation of DLE technologies. While having the potential to significantly increase
the supply of lithium from brine projects, the technology for DLE is an emerging technology. A number of DLE technologies are emerging
and being tested at scale, with only a handful of projects already in commercial construction. However, there remain challenges around
scalability and water consumption/brine reinjection. We will need to continue to invest heavily to scale our manufacturing to ultimately
produce sufficient amounts of battery-grade lithium. However, we cannot assure you that our future product research and development projects,
if any, and financing efforts will be successful or be completed within the anticipated time frame or budget. There is no guarantee we
will achieve anticipated sales targets or if we will be profitable. In addition, we cannot assure you that our existing or potential
competitors will not develop technologies which are similar or superior to our technologies, or that result in products that are more
competitively priced. As it is often difficult to project the time frame for developing new technologies and the duration of the market
window for these technologies, there is a substantial risk that we may have to abandon a potential technology that is no longer commercially
viable, even after we have invested significant resources in the development of such technology and our facilities. If we fail in our
technology development or product launching efforts, our business, prospects, financial condition and results of operations may be materially
and adversely affected.

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

 The
development and adoption of new battery technologies that rely on inputs other than lithium compounds could significantly impact our
prospects and future revenues. Current and next generation high energy density batteries for use in electric vehicles rely on lithium
compounds as a critical input. Alternative materials and technologies are being researched with the goal of making batteries lighter,
more efficient, faster charging and less expensive, and some of these may be less reliant on lithium compounds. We cannot predict which
new technologies may ultimately prove to be commercially viable or on what time horizon. Commercialized battery technologies that use
no, or significantly less, lithium could have a material adverse impact on our prospects and future revenues.

prices are subject to unpredictable fluctuations.

 We
expect to derive revenues, if any, from the production and sale of battery-grade lithium. The prices of lithium may fluctuate widely
and are affected by numerous factors beyond our control, including international, economic, and political trends, expectations of inflation,
currency exchange fluctuations, interest rates, global or regional consumptive patterns, speculative activities, increased production
due to new extraction developments and improved extraction and production methods and technological changes in the markets for the end
products. The world's largest suppliers of lithium are Sociedad Quimica y Minera de Chile S.A (NYSE: SQM), Albemarle Corporation (NYSE: ALB), Jiangxi Ganfeng Lithium Co., Ltd. and Tianqi Group. Any attempt to suppress the price of lithium materials
by such suppliers, or an increase in production by any supplier in excess of any increased demand, would have negative consequences on
Stardust Power. The price of lithium materials may also be reduced by the discovery of new lithium deposits, which could not only increase
the overall supply of lithium (causing downward pressure on its price) but could also draw new firms into the lithium refinery industry
which would compete with Stardust Power. The effect of these factors on the prices of lithium and lithium byproducts, and therefore the
economic viability of any of our exploration properties, cannot accurately be predicted. Further, if prices were to decline significantly,
it could have significant adverse effects on our ability to source raw material, and hence impact our production volumes. Additionally,
this could also have adverse impact, both on our selling price for battery-grade lithium, as well as volumes sold, and could adversely
impact our revenue, gross margins and profitability.

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

 The
development of our lithium refinery is highly dependent upon the currently projected demand for and uses of lithium-based end products,
which include lithium-ion batteries for electric vehicles and other large format batteries that currently have limited market share and
whose projected adoption rates are not assured. To the extent that such markets do not develop in the manner contemplated by the Company,
then the long-term growth in the market for lithium products will be adversely affected, which would inhibit the potential for development
of the lithium refinery, its potential commercial viability and would otherwise have a negative effect on the business and financial
condition of the Company. In addition, as a commodity, lithium market demand is subject to the substitution effect in which end-users
adopt an alternate commodity as a response to supply constraints or increases in market pricing. To the extent that these factors arise
in the market for lithium, it could have a negative impact on overall prospects for growth of the lithium market and pricing, which in
turn could have a negative effect on the Company and its projects.

 Our
future growth and success are dependent upon consumers' demand for electric vehicles in an automotive industry that is generally
competitive, cyclical and volatile.

 Though
we continue to see increased interest and adoption of electric vehicles, if the market for electric vehicles in general does not develop
as we expect, or develops more slowly than we expect, our business, prospects, financial condition and operating results may be harmed.
For example, in January 2025, President Trump announced his intention to remove any favorable regulatory conditions for electric vehicles.
As a result, the future of any governmental incentives intended to help support the development of the electric vehicle market is uncertain
at this time.

 In
addition, electric vehicles still constitute a small percentage of overall vehicle sales. As a result, the market for lithium products
could be negatively affected by numerous factors, such as:

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

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

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

 volatility
 in the cost of oil, gasoline and energy;

 government
 regulations and economic incentives and conditions; and

 concerns
 about our future viability.

 Sales
of vehicles in the automotive industry tend to be cyclical in many markets, which may expose us to further volatility. We also cannot
predict the duration or direction of current global trends or their sustained impact on consumer demand. Ultimately, we continue to monitor
macroeconomic conditions to remain flexible and to optimize and evolve our business as appropriate and attempt to accurately project
demand and infrastructure requirements globally and deploy our production, workforce and other resources accordingly. If we experience
unfavorable global market conditions, or if we cannot or do not maintain operations at a scope that is commensurate with such conditions
or are later required to or choose to suspend such operations again, our business, prospects, financial condition and operating results
may be materially adversely impacted.

 We
may be unable to successfully negotiate final, binding terms related to our current non-binding memoranda of understanding and letters
of intent for supply and offtake agreements, which could harm our commercial prospects.

 From
time-to-time, we agree to preliminary terms regarding offtake and supply agreements. We may be unable to negotiate final terms with these
or other companies in a timely manner, or at all, and there is no guarantee that the terms of any final agreement will be the same or
similar to those currently contemplated. Final terms may include less favorable pricing structures or volume commitments, more expensive
delivery or purity requirements, reduced contract durations and other adverse changes. Delays in negotiating final contracts could slow
our initial commercialization, and failure to agree to definitive terms for sales of sufficient volumes of lithium could prevent us from
growing our business. To the extent that terms in our initial supply and distribution contracts may influence negotiations regarding
future contracts, the failure to negotiate favorable final terms related to our current preliminary agreements could have an especially
negative impact on our growth and profitability. Further, our prospective counterparties may cancel or delay entering into definitive
agreements for a variety of reasons, some of which may be outside of our control. Additionally, we have not demonstrated that we can
meet the production levels contemplated in our current non-binding supply agreements. If the construction and readiness of the Facility
proceeds more slowly than we expect, or if we encounter difficulties in successfully completing the construction of the Facility, potential
customers, including those with whom we have current letters of intent, may be less willing to negotiate definitive supply agreements,
or demand terms less favorable to us, and our performance may suffer. If we are unable to enter into such definitive agreements on a
timely basis, our growth, revenue and results of operations may be negatively impacted.

 We
entered into a non-binding letter agreement with Sumitomo contemplating a long-term commercial offtake agreement described under the
section titled " Business-Customers". The parties are engaged in negotiations regarding key commercial points of the
potential offtake agreement. The letter agreement provides a framework for a potential binding agreement between the Company and Sumitomo;
however, many key terms have not been agreed to in principle. It is possible that we will not be able to agree to enter into a definitive
agreement consistent with the above-described letter agreement, or at all.

 Our
future business prospects could be adversely affected if we are unable to enter into definitive agreements relating to contemplated joint
ventures with Usha Resources and IGX and, if such agreements are in fact completed, there can be no assurance that such joint ventures
will ultimately be successful.

 We
entered into non-binding letters of intent with each of Usha Resources and IGX to acquire majority interests in projects owned by
those parties described under the sections titled " Business-Usha Resources Letter of Intent " and
" Business - IGX Letter of Intent ". The parties are engaged in negotiations regarding key commercial points of the
ventures. The letters of intent provide frameworks for the potential investments; however, many of the key terms of the ventures,
including economic and investment terms, have not been agreed to in principle. It is possible that the parties will not be able to
agree to enter into definitive agreements consistent with the letters of intent, or at all.

 Even
if we are able to reach final terms and enter into binding documentation, we do not know how much financing these projects will require,
or whether such financing will be available on acceptable terms, or at all. There can be no assurance that the ventures will be able
to complete the development of their respective projects and be commercialized. These factors could harm our business, results of operations
and financial results.

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

and its derivatives are preferred raw materials for certain industrial applications, such as rechargeable batteries. For example, current
and future high energy density batteries for use in electric vehicles rely on lithium compounds as a critical input. The pace of advancements
in current battery technologies, development and adoption of new battery technologies that rely on inputs other than lithium compounds,
or a delay in the development and adoption of future high nickel battery technologies that utilize lithium could significantly impact
our prospects and future revenues. Many materials and technologies are being researched and developed with the goal of making batteries
lighter, more efficient, faster charging, and less expensive, some of which could be less reliant on lithium or other lithium compounds.
Some of these technologies, such as commercialized battery technologies that use no, or significantly less, lithium compounds, could
be successful and could adversely affect demand for lithium batteries in personal electronics, electric and hybrid vehicles, and other
applications. We cannot predict which new technologies may ultimately prove to be commercially viable and on what time horizon. In addition,
alternatives to industrial applications dependent on lithium compounds may become more economically attractive as global commodity prices
shift. Any of these events could adversely affect demand for and market prices of lithium, thereby resulting in a material adverse impact
on the economic feasibility of extracting any mineralization we discover and reducing or eliminating any reserves we identify.

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

 Our
business is dependent on proprietary technologies, processes and information that we have acquired, and expected to acquire, from our
partners, much of which is, or will be, stored on our computer systems. We may in the future enter into agreements with third parties
for hardware, software, telecommunications and other IT services in connection with our operations. Our operations depend, in
part, on how well we and our vendors protect networks, equipment, IT systems and software against damage from a number of threats, including,
but not limited to, cable cuts, damage to physical plants, natural disasters, intentional damage and destruction, fire, power loss, hacking,
computer viruses, vandalism, theft, malware, ransomware and phishing or other cyberattacks. Any of these and other events could result
in IT system failures, delays, loss of data or information, liability to our partners or other third parties, a material disruption of
our business or increases in capital expenses. Our operations also depend on the timely maintenance, upgrade and replacement of networks,
equipment and IT systems and software, as well as preemptive expenses to mitigate the risks of vulnerabilities or failures.

 Furthermore,
the importance of such IT systems and networks and systems may increase if our employees work remotely, which may introduce more risks
to our information technology systems and networks as such employees use network connections, computers, or devices that are outside
our premises or networks. Additionally, if one of our service providers were to fail and we were unable to find a suitable replacement
in a timely manner, we may be unable to properly administer our outsourced functions. If we cannot continue to retain these services
provided by our vendors on acceptable terms, our access to necessary IT systems or services could be interrupted. Any security breach,
interruption or failure of our IT systems, or those of our third party vendors, could impair our ability to operate our business, reduce
our quality of services, increase costs, prompt litigation and other consumer claims, subject us to government enforcement actions (including
investigations, fines, penalties, audits, or inspections), and damage our reputation, any of which could substantially harm our business,
financial condition or the results of our operations.

 As
cyber threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our
protective measures or to investigate and remediate any information security vulnerabilities. While we have implemented security resources
to protect our data security and IT systems, such measures may not prevent such events, especially because the cyberattack techniques
used change frequently and are often not recognized until launched, and because the full scope of a cyberattack may not be realized until
an investigation has been completed, and cyberattacks can originate from a wide variety of sources and through a wide variety of methods.
In addition, certain measures that could increase the security of our IT system take significant time and resources to deploy broadly,
and such measures may not be deployed in a timely manner or be effective against an attack. The inability to implement, maintain and
upgrade adequate safeguards could have a material and adverse impact on our business, financial condition and results of operations.
Significant disruption to our IT systems, or those of our vendors, or breaches of data security could also have a material adverse impact
on our business, financial condition and results of operations.

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

 Our
employees and Facility will be subject to the hazards associated with producing battery-grade lithium. Operating hazards can cause personal
injury and loss of life, damage to, or destruction of, property, plant and equipment and the environment. We expect to maintain insurance
coverage in amounts against the risks that we believe are consistent with industry practice and maintain a safety program. However, we
could sustain losses for uninsurable or uninsured risks, or in amounts in excess of existing insurance coverage. Events that result in
significant personal injury or damage to our property or to property owned by third parties or other losses that are not fully covered
by insurance could have a material adverse impact on our results of operations and financial position.

liabilities are difficult to assess and quantify due to unknown factors, including the severity of an injury, the determination of our
liability in proportion to other parties, the number of incidents not reported and the effectiveness of our safety program. If we were
to experience insurance claims or costs above our coverage limits or that are not covered by our insurance, we might be required to use
working capital to satisfy these claims rather than to maintain or expand our operations. The occurrence of an event that is not fully
covered by insurance could materially adversely affect our business, results of operations, cash flows and financial position.

 We
may be subject to claims that our employees, consultants or independent contractors have wrongfully used or disclosed confidential information
or alleged trade secrets of third parties or competitors or are in breach of noncompetition or non-solicitation agreements with our competitors
or their former employers.

 We
may employ or otherwise engage personnel who were previously or are concurrently employed or engaged at research institutions or other
clean technology companies, or consult various companies, including ones that could be construed as our competitors or potential competitors.
Even though we have processes in place to prevent misappropriate of trade secrets or confidential information, we may be subject to claims
that these personnel, or we, have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of their
former or concurrent employers or clients they provide consultancy services to, which are rightfully owned by their former or concurrent
employer, or their clients, as the case may be. Litigation may be necessary to defend against these claims. Even if we are successful
in defending against these claims, litigation could adversely affect our operations, result in substantial costs and be a distraction
to management.

 Lawsuits
may be filed against us and an adverse ruling in any such lawsuit may adversely affect our business, financial condition, or liquidity
or the market price of our Common Stock.

 We
may become involved in, named as a party to, or be the subject of, various legal proceedings, including regulatory proceedings, tax proceedings,
and legal actions relating to personal injuries, property damage, property taxes, land rights, the environment, and contract disputes.

 The
outcome of future legal proceedings cannot be predicted with certainty and may be determined adversely to us and as a result, could have
a material adverse impact on our assets, liabilities, business, financial condition, or results of operations. Even if we prevail in
any such legal proceeding, the proceedings could be costly, time-consuming, and may divert the attention of management and key personnel
from our business operations, which could adversely affect our financial condition.

 An
escalation of the current war in Ukraine, generalized conflict in Europe and the Middle East, or the emergence of conflict elsewhere,
may adversely affect our business.

 An
escalation of the current war in Ukraine, generalized conflict in Europe and the Middle East, or the emergence of conflict elsewhere
may adversely affect our business if the U.S. capital markets become risk averse for a prolonged period of time, and/or there is a general
slowdown in the global economy.

 Potential tariffs or a global trade war could
increase the cost of products we rely upon, which could adversely impact the competitiveness of our business and our financial results.

 If the U.S. administration or
other countries impose additional tariffs, or raise the levels of existing tariffs, or trade restrictions are implemented by the United
States or other countries, the cost of products manufactured in the United States and imported into other countries could increase, which
in turn could adversely affect the demand for these products and have a material adverse effect on our business and results of operations.

 Risks
Related to Intellectual Property

 If
we fail to adequately protect our intellectual property or technology (including any later developed or acquired intellectual property
or technology), our competitive position could be impaired and we may lose valuable assets, generate reduced revenue and incur costly
litigation to protect our rights.

 While
we currently have not developed any intellectual property or technology, we may develop, license, or acquire intellectual property in
the future that is valuable or material to our business. Our success may depend, in part, on our ability to obtain and maintain protection
of such intellectual property in the U.S. and other countries, if we choose to operate in jurisdictions outside of the U.S. We may leverage
intellectual property laws to protect such intellectual property (including our brands) and to prevent others from developing and commercializing
products or processes that violate our intellectual property rights. However, these means may afford only limited protection and may
not prevent our competitors from duplicating our intellectual property, prevent our competitors from gaining access to our proprietary
information or technology, or permit us to gain or maintain a competitive advantage. Moreover, the steps we take to protect our intellectual
property may be inadequate, and we may choose not to pursue or maintain protection for our intellectual property in the U.S. or foreign
jurisdictions. We will not be able to protect our intellectual property if we are unable to enforce our rights or if we do not detect
unauthorized use of our intellectual property, and such unauthorized uses may be difficult to detect. It may be possible for unauthorized
third parties to copy our technology (whether now or in the future developed, licensed, or acquired) and use information that we regard
as proprietary to create technology, products, or services that compete with ours. Any of these scenarios may adversely affect the conduct
of our business or our financial position.

 We
may depend on third-party licensors of technology to enforce and protect intellectual property rights that we may license, and such third
parties may refuse to enforce and protect such intellectual property rights. Further, if we resort to legal proceedings to enforce our
intellectual property rights (such as initiating infringement lawsuit against a third party), the results of such proceedings, regardless
of merit, are uncertain and our success cannot be assured. Even if we were to prevail, the proceedings could be burdensome and expensive.
Any litigation that may be necessary in the future could result in substantial costs and diversion of resources and could have a material
adverse impact on our business, operating results and financial condition.

 If
we are unable to protect the confidentiality of our proprietary information or trade secrets, our business and competitive position may
be harmed.

 We
may now or in the future rely upon unpatented trade secrets and know-how, whether belonging to us or our partners, to develop and maintain
a competitive position. While we seek to protect such proprietary information, in part, through confidentiality and invention assignment
agreements with our employees, collaborators, contractors, advisors, consultants and other third parties, we cannot guarantee that we
have entered or will enter into such agreements with each party that has or may have had access to our trade secrets or proprietary information,
or that these agreements will not be breached. We may not be able to obtain adequate remedies for such breaches. Enforcing a claim that
a party illegally disclosed or misappropriated a trade secret is difficult, expensive, and time-consuming, and the outcome is unpredictable.
In addition, some courts inside and outside the U.S. are less willing or unwilling to protect trade secrets. If any of our trade secrets
were to be lawfully obtained or independently developed by a competitor or other third party, we would have no right to prevent them
from using that technology or information to compete with us. If any of our trade secrets, now or in the future, were to be disclosed
to, or independently developed by, a competitor or other third party, our competitive position could be materially and adversely harmed.

 We
also seek to preserve the integrity and confidentiality of our data and trade secrets by maintaining physical security of our premises
and physical and electronic security of our information technology systems. While we have confidence in these measures, they may be breached
or insufficient, and we may not have adequate remedies for any such breach or insufficiency.

 We
may now or in the future engage in business and technology collaborations with third-party partners that may result in the partner owning,
or the parties jointly owning, certain intellectual property, which may be based on or derived from our or the partner's proprietary
information or existing intellectual property. If we do not have adequate rights to use such partner-owned proprietary information or
intellectual property, we may be restricted from using it in our process, products, or services. If we and the partner jointly own any
such intellectual property, the partner may have the ability to compete with our products and services, or we may be required to make
royalty or similar payments to our partner for our use of such intellectual property.

 We
may be subject to claims challenging the inventorship or ownership of our future intellectual property, particularly those that may be
developed or invented by our employees, consultants or contractors.

 We
may be subject to claims that employees, collaborators, or other third parties have an ownership interest in our future intellectual
property, or that of our licensors, including as an inventor or co-inventor. We may be subject to ownership or inventorship disputes
in the future arising, for example, from conflicting obligations of consultants, contractors, or others who are involved in developing
our intellectual property. Although it is our policy to require our employees and contractors who may be involved in the conception or
development of potential intellectual property to execute agreements assigning such intellectual property to us, as may be required in
the future, we may be unsuccessful in executing such an agreement with each party who, in fact, conceives or develops intellectual property
that we regard as our own. Litigation may be necessary to defend against these and other claims challenging inventorship or ownership.
If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights, such
as exclusive ownership of, or right to use, intellectual property, or be required to pay royalties for access to such intellectual property
rights (which may not be commercially reasonable). Other owners may also be able to license such rights to other third parties, including
our competitors. Such an outcome could have a material adverse impact on our business and financial condition. Even if we are successful
in defending against such claims, litigation could result in substantial costs and be a distraction to management.

 If
our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our markets and our
business may be adversely affected.

 Our
trademarks and trade names (whether registered or unregistered) may be challenged, infringed, circumvented, declared generic, or determined
to be violating or infringing on other marks. We may not be able to protect our rights to these trademarks and trade names, which we
need to build name recognition among potential partners and customers in our markets of interest. At times, competitors or other third
parties may adopt trade names or trademarks similar to ours, thereby impeding our ability to build brand identity and possibly leading
to market confusion. In addition, there could be potential trade name or trademark infringement, or dilution claims brought by owners
of other trademarks. We may also be required to pursue litigation to defend and protect our trademarks, which could be costly, may not
ultimately be successful, and could be a distraction to management.

 Opposition
or cancellation proceedings may in the future be filed against our trademark applications and registrations (including our U.S. trademark
application for "Stardust Power"), and our trademarks or trademark applications may not survive such proceedings. If we do
not secure registrations for our trademarks, we may encounter more difficulty in enforcing them against third parties than we otherwise
would, and may be more limited in our ability to operate under or use such trademarks.

 We
may be sued by third parties for alleged infringement of their intellectual property rights, which could be costly, time-consuming and
limit our ability to use certain technologies in the future.

 We
may become subject to claims that our conduct infringes upon the intellectual property or other proprietary rights of third parties.
Defending against, or otherwise addressing, any such claims, whether they are with or without merit, could be time-consuming and expensive,
and could divert our management's attention away from the execution of our business plan. Moreover, any settlement or adverse judgment
resulting from these claims could require us to pay substantial amounts or obtain a license to continue to use the disputed intellectual
property, or otherwise restrict or prohibit our use of the intellectual property. We cannot guarantee that we would be able to: obtain
from the third party asserting the claim a license on commercially reasonable terms, if at all; develop alternative technology on a timely
basis, if at all; or obtain a license to use a suitable alternative technology. An adverse determination could also prevent us from licensing
our technology to others. Infringement claims asserted against us may have a material adverse impact on our business, results of operations,
or financial condition.

 Risks
Related to Legal, Regulatory, Accounting and Tax Matters

 Increased
stakeholder focus on sustainability matters could adversely impact our business, reputation, and operating results.

 In
recent years, companies across all industries are facing increasing scrutiny from a variety of stakeholders, including investors, customers,
employees, regulators, ratings agencies and lenders, related to their sustainability practices. If we do not adapt to or comply with
stakeholder expectations and standards on sustainability matters as they continue to evolve, or if we are perceived to have not responded
appropriately or quickly enough to growing concern for sustainability issues, regardless of whether there is a regulatory or legal requirement
to do so, we may suffer from reputational damage and our business, financial condition and/or stock price could be materially and adversely
affected. Additionally, our customers may be driven to purchase our products due to their own sustainability commitments, which may entail
holding their suppliers - including us - to sustainability standards that go beyond compliance with laws and regulations and our ability
to comply with such standards. Failure to maintain operations that align with such "beyond compliance" standards may cause
potential customers to not do business with us or otherwise hurt demand for our products. These and other sustainability concerns could
subject us to reputational damage and adversely affect our business, prospects, financial condition and operating results.

 Separately,
various regulators have adopted, or are considering adopting, regulations on environmental marketing claims or the prevention of greenwashing
more generally, including, but not limited to the use of "sustainable," "eco-friendly," "green,"
"clean" or similar language in the marketing of products and services or the prevention of greenwashing more generally. Further,
there has been increasing scrutiny on sustainability-related claims and frequency of allegations of "greenwashing" against
companies making sustainability-related claims due to, among other things, allegations of incomplete, false or misleading disclosures,
including with respect to the sustainable nature of their operations and products. Such greenwashing scrutiny and any related regulation
may lead to increased compliance costs as well as heightened risk of litigation, reputational damage and enforcement risk.

 We
are and will be subject to environmental, health and safety laws and regulations in multiple jurisdictions, which may impose substantial
compliance requirements and other obligations on our operations. Our operating costs could be significantly increased in order to comply
with new or more stringent regulatory standards in the jurisdictions in which we operate.

 Our
business is governed by, and will be governed by various foreign, federal, state and local environmental protection and health and safety
laws and regulations, including, without limitation, the federal Safe Drinking Water Act, the Clean Water Act, the Clean Air Act, the
Resource Conservation and Recovery Act, the Occupational Safety and Health Act (" OSHA "), the National Environmental
Policy Act, the Endangered Species Act, the Comprehensive Environmental Response, Compensation and Liability Act and similar foreign,
federal, state and local laws and regulations and permits issued under these laws by foreign, federal, state and local environmental
and health and safety regulatory agencies. These laws and regulations establish, among other things, criteria and standards for drinking
water, for protection of the environment and the release, remediation, of hazardous substances and public health and safety. Pursuant
to these laws, we may be required to obtain various permits and approvals from certain federal, state and local regulatory agencies for
our operations. If we violate or fail to comply with these laws, regulations or permits, we could be subject to administrative or civil
fines or penalties or other sanctions by regulators and to lawsuits, civil or criminal, seeking enforcement, injunctive relief and/or
other damages. If we fail to comply with applicable laws, regulations or permits, our permits or approvals may be terminated or not renewed
and/or we could be held liable for damages, injunctive relief and/or monetary fines or penalties. Moreover, governmental authorities
and private parties may bring lawsuits based upon damage to property or injury to persons resulting from the environmental, health, and
safety impacts of prior and current operations. These lawsuits could lead to the imposition of substantial fines, remediation costs,
penalties and other civil and criminal sanctions, as well as reputational harm, including damage to our relationships with customers,
suppliers, investors, governments or other stakeholders. Such laws, regulations, enforcement or private claims may have a material adverse
impact on our financial condition, results of operations or cash flows.

federal, state and local laws and regulations relating to the protection of the environment may require a current or previous owner or
operator of real estate to investigate and remediate hazardous or toxic substances or petroleum product releases at or from the property.
For example, under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) and state equivalents, certain
broad categories of persons, including an owner or operator of a property, may become liable for the costs of investigation and remediation,
impacts to human health and for damages to natural resources. These laws impose strict and joint and several liability without regard
to fault or degree of contribution or whether the owner or operator knew of, or was responsible for, the release of such hazardous substances
or whether the conduct giving rise to the release was legal at the time it occurred. We also may be subject to related claims by private
parties, including employees, contractors or the general public, alleging property damage and personal injury due to exposure to hazardous
or other materials at or from those properties. We may incur substantial costs or other damages associated with these obligations, which
could adversely impact our business, financial condition and results of operations.

 Environmental
laws and regulations are complex and may change from time to time, as may related interpretations and guidance. These laws and regulation,
and the enforcement thereof, have tended to become more stringent over time. It is possible that new standards could be imposed, either
more stringent or more lenient, that could result in higher operating expenses, the obsolescence of our products, or lead to an interruption
or suspension of our operations and have a material adverse impact on our business, financial condition and results of operations.

 Compliance
with health and safety laws and regulations can be complex, and noncompliance with these laws and regulations may result in potentially
significant monetary damages and fines.

 Our
operations are and will be subject to a number of federal and state laws and regulations, including OSHA and comparable state statutes
establishing requirements to protect the health and safety of workers. The OSHA hazard communication standard, the U.S. Environmental
Protection Agency community right-to-know regulations under Title III of the federal Superfund Amendment and Reauthorization Act, and
comparable state statutes, require maintenance of information about hazardous materials used or produced in operations and provision
of this information to employees, state and local government authorities, and citizens. Other OSHA standards regulate specific worker
safety aspects of our operations. Substantial fines and penalties can be imposed, and orders or injunctions limiting or prohibiting certain
operations may be issued, in connection with any failure to comply with these laws and regulations.

 Climate
change legislation, regulation and policies may result in increased operating costs and otherwise affect our business, our industry
and the global economy.

 Climate
change will potentially have wide ranging impacts, including potential impacts to our operations. In December 2015, the 21 st
Conference of the Parties of the United Nations Framework Convention on Climate Change resulted in nearly 200 countries, including the
United States, coming together to develop the Paris Agreement, which includes pledges to voluntarily limit and reduce future emissions.
Additionally, at the 28 th Conference of the Parties, nearly 200 member countries, including the U.S., entered into an agreement
to transition away from fossil fuels while accelerating action in this decade to achieve net zero by 2050. The agreement includes calls
for actions towards achieving, at a global scale, a tripling of renewable energy capacity and doubling energy efficiency improvements
by 2030, as well as accelerating efforts towards the phase-down of unabated coal power and, phase out inefficient fossil fuel subsidies,
among other measures. Most recently, at the 29th Conference of the Parties (" COP29 "), 159 countries met and, among
other things, agreed on rules to operationalize international carbon markets under Article 6 of the Paris Agreement, including a new
Paris Agreement Crediting Mechanism to trade UN-approved carbon credits. Additionally, participants at COP29 representing 159 countries
met to review progress toward the goals of the Global Methane Pledge and the addition of nearly $500 million in new grant funding for
methane abatement. However, in January 2025, President Trump issued executive orders directing the immediate notice to the United Nations
of the United States' withdrawal from the Paris Agreement and all other agreements made under the United Nations Framework Convention
on Climate Change. At the same time, various state and local governments have also publicly committed to furthering the goals of the
Paris Agreement and many of these initiatives are expected to continue. These, and other proposed regulations could increase our current
and future production costs and the costs of our customers, which could decrease demand for our products.

 Changing
laws and regulations and global and domestic policy developments have the potential to disrupt our business, the business of our suppliers
and/or customers, or otherwise adversely impact our business' financial condition. While we believe that many of these policies
will be favorable for our lithium operations, there is no guarantee that such potential changes in laws, regulations, or policies will
be favorable to our Company, to existing or future customers, or to large-scale economic, environmental, or geopolitical conditions.

 The
physical impacts of climate change, including adverse weather, may have a negative impact on our business and results of operations.

 Climate
change may potentially have wide-ranging physical impacts, including significant weather conditions, such as increased
severity and frequency of droughts, storms, floods, wildfires and other climatic events. If such significant weather conditions were to occur, they
could disrupt or delay our operations, damage our facilities, adversely affect or delay demand for our products or cause us to incur
significant costs in preparing for, or responding to, the effects of climatic events themselves, which may not be fully insured. In addition,
the physical effects of climate change may generally result in increased prices for and reduced availability of relevant insurance coverage
on the market. Any one of these factors has the potential to have a material adverse impact on our business, financial condition, results
of operations, and cash flow.

 The
reduction or elimination of government subsidies and economic incentives for alternative energy technologies, or the failure to renew
such subsidies and incentives, could reduce demand for our products, lead to a reduction in our revenues, and adversely impact our operating
results and liquidity.

 Near-term
growth of alternative energy technologies is affected by the availability and size of government and economic incentives. Many of
these government incentives expire, phase out over time, may exhaust the allocated funding, or require renewal by the applicable
authority. In addition, these incentive programs could be reduced or discontinued for other reasons. The IRA contains a number of
tax incentive provisions, some of which we intend to utilize. This legislation was adopted in August 2022, and forthcoming
interagency guidance processes are still ongoing. We, and our customers and suppliers, have not yet seen the impact these
IRA-related incentives may have on our business and operations and cannot guarantee that we will realize anticipated benefits of
incentives under the IR Act. Furthermore, changes or amendments to clean energy tax credits might be more favorable to other
technologies. In addition, the IR Act, the IRA and other recent legislation make available certain grants and other funding
opportunities for alternative energy projects, some of which we intend to apply for and, if awarded, utilize. Additionally, in
January 2025, President Trump issued an executive order directing an immediate pause on the disbursement of funds appropriated
through the BIL, IR Act and the IRA, and announced efforts to remove government incentives for electric vehicles. This pause on
disbursement is subject to ongoing legal challenges. The IR Act and the IRA may also be subject to efforts to amend or repeal,
including through Congressional budget reconciliation. Any reduction, elimination, or discriminatory application of expiration of
the government subsidies and economic incentives, or the failure to renew tax credit programs, governmental subsidies, or economic
incentives, may result in the diminished economic competitiveness of our products to our customers or the availability of supply,
and could materially and adversely affect the growth of alternative energy technologies, including our products, as well as our
future operating results and liquidity.

 Existing,
and future changes to, federal, state and local regulations and policies, including permitting requirements applicable to us, and enactment
of new regulations and policies, may adversely affect the market for environmental attributes generated by our operations.

 The
markets for environmental attributes are influenced by U.S. federal and state governmental regulations and policies. Our ability to generate
revenue from sales of environmental attributes depends on our strict compliance with such federal and state programs, which are complex
and can involve a significant degree of judgment. If the agencies that administer and enforce these programs disagree with our judgments,
otherwise determine that we are not in compliance, conduct reviews of our activities or make changes to the programs, then our ability
to generate or sell these credits could be temporarily restricted pending completion of reviews or as a penalty, permanently limited,
or lost entirely, and we could also be subject to fines or other sanctions.

 Compliance
with data privacy regulations could require additional expenditures, and may have an adverse impact on the operating cashflows of the
Company.

 Our
Chief Financial Officer is responsible for assessing, identifying and managing cyber security risks. He is supported by outside
consulting services. The Chief Financial Officer, along with the third-party consultants, are informed of, and monitor,
cybersecurity incidents. Employees of our Company receive training to minimize cybersecurity risks and attest to their understanding
in the Code of Conduct which includes cybersecurity. The protocols are reviewed annually. Additional measures are taken, such as the
use of two-factor authentication on our Company's systems, and employed to further reduce threats. Despite the measures we
take to assess, identify and manage cyber security risks, there can be no assurance that the various procedures and controls we use
to mitigate these risks will be sufficient to prevent disruptions to our IT systems.

 We
identified material weaknesses in our internal control over financial reporting in prior year. If we experience additional material weaknesses
or other deficiencies in the future or otherwise fail to maintain an effective system of internal control over financial reporting, we
may not be able to accurately or timely report our financial results, which could result in loss of investor confidence and adversely
impact our stock price.

 We
are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002, (as amended, the " Sarbanes-Oxley
Act "), the Dodd-Frank Act and other applicable securities rules and regulations. In particular, we are subject to reporting
obligations under Section 404 of the Sarbanes-Oxley Act that require us to include a management report on our internal control over financial
reporting in our annual report, which contains management's assessment of the effectiveness of our internal control over financial
reporting. Internal controls must be evaluated continuously and be properly designed and executed by a sufficient level of properly trained
staff to maintain adequate internal control over financial reporting. During the period from March 16, 2023 (inception) to December 31,
2023, management identified material weaknesses in the implementation of the COSO 13 Framework (which establishes an effective control
environments), lack of segregation of duties and management oversight, and control surrounding maintenance of adequate repository of
contracts, appropriate classifications of expenses and complex financial instruments.

 Management
implemented certain controls in fiscal year 2024 to the remediate the material weakness. Management believes that the new procedures
and controls provide an appropriate remediation of the material weaknesses that have been identified and these will strengthen the
Company's internal controls over financial reporting. In the opinion of management, the revised control processes have been
operating for a sufficient period of time and independently validated by management. We expect these systems and controls to involve
significant expenditures and to may become more complex as our business grows. To effectively manage this complexity, we will need
to continue to improve our operational, financial, and management controls, and our reporting systems and procedures. Our inability
to successfully remediate any future material weaknesses or other deficiencies in our internal control over financial reporting or
any failure to implement required new or improved controls, or difficulties encountered in the implementation or operation of these
controls, could harm our operating results and cause us to fail to meet our financial reporting obligations or result in material
misstatements in our consolidated financial statements, which could limit our liquidity
and access to capital markets, adversely affect our business and investor confidence in our consolidated financial statements, and adversely
impact our stock price.

 Risks
Related to Ownership of Securities and Operating as a Public Company

 Our
shares of Common Stock are thinly traded, so stockholders may be unable to sell at or near ask prices or at all if they need to sell
shares to raise money or otherwise desire to liquidate their shares.

 Our
Common Stock has from time to time been "thinly traded," meaning that the number of persons interested in purchasing our
Common Stock at or near ask prices at any given time may be relatively small or non-existent. This situation is attributable to a number
of factors, including the fact that we are a small company that is relatively unknown to stock analysts, stock brokers, institutional
investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of
such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend
the purchase of our shares until such time as we become more seasoned and viable. As a consequence, there may be periods of several days
or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady
volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give stockholders
any assurance that a broader or more active public trading market for our common shares will develop or be sustained, or that current
trading levels will be sustained.

 Upon
our dissolution, our stockholders may not recoup all or any portion of their investment.

 In
the event of our liquidation, dissolution or winding-up, whether voluntary or involuntary, the proceeds and/or our assets remaining after
giving effect to such transaction, and the payment of all of our debts and liabilities will be distributed to the holders of Common Stock
on a pro rata basis. There can be no assurance that we will have available assets to pay to the holders of Common Stock, or any amounts,
upon such a liquidation, dissolution or winding-up. In this event, our stockholders could lose some or all of their investment.

 An
active trading market for our Common Stock may never develop or be sustained, which may make it difficult to sell the shares of Common
Stock you receive.

 The
price of our Common Stock may fluctuate significantly due to general market and economic conditions and forecasts, our general business
condition and the release of our financial reports. An active trading market for our Common Stock may not develop or continue or, if
developed, may not be sustained, which would make it difficult for stockholders to sell their shares of Common Stock at an attractive
price (or at all). The market price of our Common Stock may decline below stockholders' deemed purchase price, and they may not
be able to sell their shares of Common Stock at or above that price (or at all). Additionally, if our Common Stock is delisted from Nasdaq
for any reason and is quoted on the Over-the-Counter Bulletin Board, an inter-dealer automated quotation system for equity securities
that is not a national securities exchange, the liquidity and price of our Common Stock may be more limited than if we were quoted or
listed on Nasdaq or another national securities exchange. Stockholders may be unable to sell Common Stock unless a market can be established
or sustained.

 We
may not be able to regain compliance with the Nasdaq's continued listing requirements and rules, the Nasdaq may delist our Common
Stock and Public Warrants, which could negatively affect the Company, the price of our Common Stock and Public Warrants and our shareholders'
ability to sell our Common Stock and Public Warrants.

 The
Nasdaq has several listing requirements set forth in the Nasdaq Listing Rules. For example, Nasdaq Listing Rule 5450(a)(1) requires that
our Common Stock trade at a minimum bid price of $1.00 per share (the " Minimum Price Rule "). Nasdaq Listing Rule 5450(b)(2)(C)
requires that the Company maintain a minimum market value of publicly held shares of $15,000,000 (the " MVPHS Rule ").

 On
March 18, 2025, we received a notice (the " MVPHS Notice ") from the Nasdaq that the Company was not in compliance with
the continued listing standards set forth in Nasdaq Listing Rule 5450(b)(2)(C), as the Company's market value of publicly held
shares closed below $15,000,000 for the previous 30 consecutive business days. On March 19, 2025, we received a subsequent notice (the
" Minimum Bid Price Notice ") from the Nasdaq that the Company was not in compliance with the continued listing standards
set forth in Nasdaq Listing Rule 5450(a)(1), as the minimum bid price of the Company's Common Stock closed below $1.00 per share
for the previous 30 consecutive business days. The MVPHS Notice and Minimum Bid Price Notice have no present impact on the listing of
the Company's securities on the Nasdaq Global Market.

 Under
Nasdaq Listing Rule 5810(c)(3)(A), the Company has a period of 180 calendar days, or until September 15, 2025, to regain compliance with
the Minimum Price Rule. To regain compliance with the Minimum Price Rule, during the 180-day compliance period, the minimum bid price
of the Company's listed securities must close at $1.00 per share or more for a minimum of 10 consecutive business days.

 To
regain compliance with the MVPHS Rule, during the 180-day compliance period, the market value of publicly held shares must close at $15,000,000
or more for a minimum of 10 consecutive business days. If compliance is not achieved with both rules by September 15, 2025, Nasdaq will
provide written notification to the Company that its securities are subject to delisting. At such time, the Company may appeal the delisting
determination to a Hearings Panel.

 The
Company continues to monitor the bid price for the Common Stock and the market value of publicly held shares. If the Company's
listed securities do not trade at levels that are likely to regain compliance, the Company's Board of Directors will consider the
options available to achieve compliance.

 We
intend to regain compliance with the Nasdaq listing standards by pursuing measures that are in our best interest and the best interest
of our shareholders. There is no assurance that our efforts will be successful, nor is there any assurance that we will regain compliance
with either the Minimum Price Rule or the MVPHS Rule or remain in compliance with such section or other Nasdaq continued listing standards
in the future. A delisting of our Common Stock or Public Warrants from the Nasdaq could negatively impact us by, among other things,
reducing the liquidity and market price of our Common Stock or Public Warrants; reducing the number of investors willing to hold or acquire
our Common Stock or Public Warrants, which could negatively impact our ability to raise equity financing; limiting our ability to issue
additional securities or obtain additional financing in the future; decreasing the amount of news and analyst coverage of us; and causing
us reputational harm with investors, our employees, and parties conducting business with us.

 Delaware
law and the Governing Documents contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders
to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.

 Our
Certificate of Incorporation and Bylaws s and the Delaware General Corporation Law ("DGCL") contain provisions that could
have the effect of rendering more difficult, delaying, or preventing an acquisition that stockholders may consider favorable, including
transactions in which stockholders might otherwise receive a premium for their shares. These provisions could also limit the price that
investors might be willing to pay in the future for shares of our Common Stock, and therefore depress the trading price of our Common
Stock. These provisions could also make it difficult for stockholders to take certain actions, including electing directors who are not
nominated by the current stockholders or taking other corporate actions, including effecting changes in our management. Among other things,
the Governing Documents include provisions regarding:

 the
 ability of the Company's Board to issue shares of preferred stock, including "blank
 check" preferred stock and to determine the price and other terms of those shares,
 including preferences and voting rights, without stockholder approval, which could be used
 to significantly dilute the ownership of a hostile acquirer;

 the
 Certificate of Incorporation prohibits cumulative voting in the election of directors, which
 limits the ability of minority stockholders to elect director candidates;

 the
 limitation of the liability of, and the indemnification of, the Company directors and officers;

 the
 ability of the Board to amend the Bylaws, which may allow the Board to take additional actions
 to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the Bylaws
 to facilitate an unsolicited takeover attempt;

 the
 Certificate of Incorporation provides for a classified Board serving staggered, three-year
 terms, making it impossible for stockholders to replace the entire Board at one time, which
 will give stockholders less control over corporate and management policies of the Company,
 including with respect to potential mergers or acquisitions, payment of dividends, asset
 sales, amendment of the Governing Documents, and other significant corporate transactions
 of the Company;

 advance
 notice procedures with which stockholders must comply to nominate candidates to the Board
 or to propose matters to be acted upon at a stockholders' meeting, which could preclude
 stockholders from bringing matters before annual or extraordinary general meetings of stockholders
 and delay changes in the Board and may discourage or deter a potential acquirer from conducting
 a solicitation of proxies to elect the acquirer's own slate of directors or otherwise
 attempting to obtain control of the Company;

 providing
 that the Board is expressly authorized to make, alter or repeal the Bylaws;

 the
 removal of the directors of the Board by its stockholders with or without cause;

 the
 ability of the Board to fill a vacancy created by the expansion of the Board or the resignation,
 death, or removal of a director in certain circumstances;

 the
 Certificate of Incorporation prohibits, subject to the rights of the holders of shares of
 preferred stock to act by written consent, any stockholders from taking any action by written
 consent; and

 that
 certain provisions may be amended only by the affirmative vote of holders of at least two-thirds
 of the shares of the outstanding capital stock entitled to vote generally in the election
 of the Company directors.

 These
provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in the Board or management.

 Our
Certificate of Incorporation provides that the Court of Chancery of the State of Delaware and the federal district courts of the United
States of America will be the exclusive forums for substantially all disputes between us and our stockholders, which could limit our
stockholders' ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.

 Our
Certificate of Incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for the following types
of actions or proceedings under Delaware statutory or common law:

 any
 derivative action or proceeding brought on our behalf;

 any
 action asserting a breach of fiduciary duty;

 any
 action asserting a claim against us arising under the DGCL, our Governing Documents;

 any
 action seeking to interpret, apply, enforce, or determine the validity of our Governing Documents;

 any
 action as to which DGCL confers jurisdiction on the Court of Chancery of the State of Delaware;
 and

 any
 action asserting a claim against us that is governed by the internal-affairs doctrine.

 This
provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act. Furthermore, Section 22 of the
Securities Act creates concurrent jurisdiction for federal and state courts over all such Securities Act actions. Accordingly, both state
and federal courts have jurisdiction to entertain such claims. To prevent having to litigate claims in multiple jurisdictions and the
threat of inconsistent or contrary rulings by different courts, among other considerations, our Certificate of Incorporation provides
that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a
cause of action arising under the Securities Act. While the Delaware courts have determined that such choice of forum provisions are
facially valid and several state trial courts have enforced such provisions and required that suits asserting Securities Act claims be
filed in federal court, there is no guarantee that courts of appeal will affirm the enforceability of such provisions, and a stockholder
may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions. In such instance, we
would expect to vigorously assert the validity and enforceability of the exclusive forum provisions of our Certificate of Incorporation.
This may require significant additional costs associated with resolving such action in other jurisdictions and there can be no assurance
that the provisions will be enforced by a court in those other jurisdictions. If a court were to find either exclusive forum provision
in our Certificate of Incorporation, to be inapplicable or unenforceable in an action, we may incur further significant additional costs
associated with litigating Securities Act claims in state court, or both state and federal court, which could seriously harm our business,
financial condition, results of operations, and prospects. These exclusive forum provisions may limit a stockholder's ability to
bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which
may discourage lawsuits against us and our directors, officers and other employees.

 It
is not possible to predict the actual number of shares we will sell under the Purchase Agreement to B. Riley Principal Capital II, or
the actual gross proceeds resulting from those sales.

 On
October 7, 2024, we entered into a Purchase Agreement with B. Riley Principal Capital II, pursuant to which B. Riley Principal Capital
II has committed to purchase up to $50,000,000 of shares of our Common Stock, subject to certain limitations and conditions set forth
in the Purchase Agreement. The shares of our Common Stock that may be issued under the Purchase Agreement may be sold by us to B. Riley
Principal Capital II at our discretion from time to time for a period of up to 36 months (unless the Purchase Agreement is earlier terminated)
beginning on the date on which the registration statement registering the shares of Common Stock issued to B. Riley Principal Capital
II for resale has been declared effective by the SEC and all other conditions to B. Riley Principal Capital II's obligations to
purchase the Common Stock set forth in the Purchase Agreement have been initially satisfied.

 We
generally have the right to control the timing and amount of any sales of our shares of Common Stock to B. Riley Principal Capital II
under the Purchase Agreement. Sales of our Common Stock, if any, to B. Riley Principal Capital II under the Purchase Agreement will depend
upon market conditions and other factors to be determined by us. We may ultimately decide to sell to B. Riley Principal Capital II all,
some or none of the shares of our Common Stock that may be available for us to sell to B. Riley Principal Capital II pursuant to the
Purchase Agreement. Depending on market liquidity at the time, resales of those shares by B. Riley Principal Capital II may cause the
public trading price of our Common Stock to decrease.

 Because
the per share purchase price that B. Riley Principal Capital II will pay for shares of Common Stock that we may elect to effect pursuant
to the Purchase Agreement will fluctuate based on the market prices of our Common Stock during the applicable purchase valuation period
for each purchase made pursuant to the Purchase Agreement, it is not possible for us to predict, as of the date of this Annual Report
and prior to any such sales, the number of shares of Common Stock that we will sell to B. Riley Principal Capital II under the Purchase
Agreement, the purchase price per share that B. Riley Principal Capital II will pay for shares purchased from us under the Purchase Agreement,
or the aggregate gross proceeds that we will receive from those purchases by B. Riley Principal Capital II under the Purchase Agreement.

 Although
the Purchase Agreement provides that we may sell up to an aggregate of $50,000,000 of our Common Stock to B. Riley Principal Capital
II, only 6,500,000 shares of our Common Stock (of which 63,694 represent the commitment shares we issued to B. Riley Principal Capital
II upon our execution of the Purchase Agreement on October 7, 2024) are being registered under the Securities Act for resale by B. Riley
Principal Capital II pursuant to a Registration Statement on Form S-1. If it becomes necessary for us to issue and sell to B. Riley Principal
Capital II under the Purchase Agreement more than the 6,436,306 shares being registered in order to receive aggregate gross proceeds
equal to $50,000,000 under the Purchase Agreement, we must first (i) obtain stockholder approval to issue more than 9,569,701 shares
of Common Stock, the number of shares representing 19.99% of the shares of Common Stock outstanding immediately prior to the execution
of the Purchase Agreement, in accordance with applicable Nasdaq rules (assuming such shares to not qualify for exclusion from such share
limit because they were sold at a price exceeding the "minimum price" calculated in accordance with Nasdaq rules) and (ii)
file with the SEC one or more additional registration statements to register under the Securities Act the resale by B. Riley Principal
Capital II of any such additional shares of our Common Stock we wish to sell from time to time under the Purchase Agreement, which the
SEC must declare effective, in each case before we may elect to sell any additional shares of our Common Stock to B. Riley Principal
Capital II under the Purchase Agreement. The number of shares of Common Stock ultimately offered for resale by B. Riley Principal Capital
II is dependent upon the number of shares of Common Stock, if any, we elect to sell to B. Riley Principal Capital II under the Purchase
Agreement. Any issuance and sale by us under the Purchase Agreement of a substantial amount of shares of Common Stock in addition to
the 6,500,000 shares of Common Stock being registered for resale could cause additional substantial dilution to our stockholders. Our
inability to access a portion or the full amount available under the Purchase Agreement, in the absence of any other financing sources,
could have a material adverse impact on our business, financial condition and results of operations and cash flows.

Risk Factors

 Significant
inflation could adversely affect our business and financial results.

 Although
historically our operations have not been materially affected by inflation and we have been successful in adjusting prices to our customers
to reflect changes in our material and labor costs, the rate of current inflation and resulting pressures on our costs and pricing could
adversely impact our business and financial results. Inflation can adversely affect us by increasing our operating costs, including our
materials, freight and labor costs. As interest rates rise to address inflation, such increases will also impact the base rates applicable
in our credit arrangements and will result in borrowed funds becoming more expensive to us over time; similar financing pressures from
inflation also can have a negative impact on customers' willingness to purchase our technologies and services in the same volumes
and at the same rates as previously anticipated. In a highly inflationary environment, we may be unable to raise the prices of our technologies
and services at or above the rate of inflation, which could reduce our profit margin.

 The
Company's business and operations could be negatively affected if it becomes subject to any securities litigation or stockholder
activism, which could cause the Company to incur significant expense, hinder execution of business and growth strategy and impact its
stock price.

 In
the past, following periods of volatility in the market price of a company's securities, securities class action litigation has
often been brought against that company. Stockholder activism, which could take many forms or arise in a variety of situations, has been
increasing recently. Volatility in the stock price of the Common Stock or other reasons may in the future cause it to become the target
of securities litigation or stockholder activism. Securities litigation and stockholder activism, including potential proxy contests,
could result in substantial costs and divert management's and the Board's attention and resources from the Company's
business. Additionally, such securities litigation and stockholder activism could give rise to perceived uncertainties as to the Company's
future, adversely affect its relationships with service providers and make it more difficult to attract and retain qualified personnel.
Also, the Company may be required to incur significant legal fees and other expenses related to any securities litigation and activist
stockholder matters. Further, its stock price could be subject to significant fluctuation or otherwise be adversely affected by the events,
risks and uncertainties of any securities litigation and stockholder activism.

 The
price of the Company's securities may be volatile.

 The
price of the Company's securities may fluctuate due to a variety of factors, including:

 changes
 in the industry in which the Company operates;

 the
 success of competitive services or technologies;

 developments
 involving the Company's competitors;

 regulatory
 or legal developments in the United States and other countries;

 developments
 or disputes concerning our intellectual property or other proprietary rights;

 the
 recruitment or departure of key personnel;

 actual
 or anticipated changes in estimates as to financial results, development timelines or recommendations
 by securities analysts;

 variations
 in our financial results or those of companies that are perceived to be similar to us;

 general
 economic, industry and market conditions, such as the effects of recessions, interest rates, inflation,
 international currency fluctuations, political instability and acts of war or terrorism; and the other
 factors described in this " Risk Factors " section.

 These
market and industry factors may materially reduce the market price of Common Stock regardless of the operating performance of Stardust
Power.

 In
addition, companies that have experienced volatility in the market price of their stock have frequently been the subject of securities
class action and stockholder derivative litigation. We could be the target of such litigation in the future. Class action and derivative
lawsuits, whether successful or not, could result in substantial costs, damage or settlement awards and a diversion of our management's
resources and attention from running our business, which could materially harm our reputation, financial condition and results of operations.

 The
Company does not intend to pay cash dividends for the foreseeable future.

 The
Company currently intends to retain its future earnings, if any, to finance the further development and expansion of its business and
does not intend to pay cash dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion
of the Board and will depend on the Company's financial condition, results of operations, capital requirements and future agreements
and financing instruments, business prospects and such other factors as the Board deems relevant. As a result, you may not receive any
return on an investment in Common Stock unless you sell Common Stock for a price greater than that which you paid for it.

 The
Company qualifies as an "emerging growth company." The reduced public company reporting requirements applicable to emerging
growth companies may make the Common Stock less attractive to investors.

 We
qualify as an "emerging growth company" under SEC rules. As an emerging growth company, we are permitted and plan to and
do rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging
growth companies. These provisions include, but are not limited to: (1) an exemption from compliance with the auditor attestation
requirement in the assessment of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act; (2)
not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding
mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the
consolidated financial statements; (3) reduced disclosure obligations regarding executive compensation arrangements in periodic
reports, registration statements and proxy statements; and (4) exemptions from the requirements of holding a nonbinding advisory
vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section
102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial
accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with
the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. As a result, the
information we provide will be different than the information that is available with respect to other public companies that are not
emerging growth companies. If some investors find the Common Stock less attractive as a result, there may be a less active trading
market for the Common Stock and the market price of the Common Stock may be more volatile.

 A
small number of stockholders continue to have substantial control over Stardust Power, which may limit other stockholders' ability
to influence corporate matters and delay or prevent a third party from acquiring control over the Company.

 The
directors and executive officers of the Company, and beneficial owners that own 5% or more of its voting securities and their respective
affiliates, beneficially own, in the aggregate, approximately 75% of the Company's outstanding Common Stock. Though the ownership
percentage will be diluted if and to the extent the Company sells Common Stock, a small number of stockholders will still have a significant
concentration of ownership and this may have a negative impact on the trading price for the Common Stock because investors often perceive
disadvantages in owning stock in companies with controlling stockholders. In addition, these stockholders will be able to exercise influence
over all matters requiring stockholder approval, including the election of directors and approval of corporate transactions, such as
a merger or other sale of the Company or its assets. This concentration of ownership could limit stockholders' ability to influence
corporate matters and may have the effect of delaying or preventing a change in control, including a merger, consolidation, or other
business combination or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control, even
if that Change in Control would benefit the other stockholders.

 Warrants
may be exercised for Common Stock, which would increase the number of shares eligible for future resale in the public market and result
in further dilution to our stockholders.

 Outstanding
warrants to purchase Common Stock may be exercised by the holders of those warrants. To the extent such warrants are exercised, additional
shares of Common Stock will be issued, which will result in further dilution to the holders of shares of Common Stock and increase the
number of shares of Common Stock eligible for resale in the public market. Sales of substantial numbers of such shares in the public
market or the fact that such warrants may be exercised could adversely affect the market price of shares of Common Stock.

 If
the Company's operating and financial performance in any given period does not meet the guidance provided to the public or the
expectations of investment analysts, the market price of the Common Stock may decline.

 We
may, but are not obligated to, provide public guidance on our expected operating and financial results for future periods. Any such guidance
will consist of forward-looking statements, subject to the risks and uncertainties described in this annual report and in our other public
filings and public statements. The ability to provide this public guidance, and the ability to accurately forecast our results of operations,
could be negatively impacted by macroeconomic uncertainty and the current conflicts in Ukraine and the Middle East. Our actual results
may not always be in line with or exceed any guidance we have provided, especially in times of unfavorable or uncertain economic and
market conditions, such as the current global economic uncertainty being experienced and the current inflationary environment in the
United States. If, in the future, our operating or financial results for a particular period do not meet any guidance provided or the
expectations of investment analysts, or if we reduce our guidance for future periods, the market price of the Common Stock may decline
as well. Even if we do issue public guidance, there can be no assurance that we will continue to do so in the future.

 If
securities or industry analysts do not publish research or reports about the Company's business or publish negative reports, the
market price of the Common Stock could decline.

 The
trading market for the Common Stock will be influenced by the research and reports that industry or securities analysts publish about
us and our business. If regular publication of research reports ceases, we could lose visibility in the financial markets, which in turn
could cause the market price or trading volume of the Common Stock to decline. Moreover, if one or more of the analysts who cover us
downgrade the Common Stock or if reporting results do not meet their expectations, the market price of the Common Stock could decline.

 We
may issue additional shares of the Common Stock (including upon the exercise of warrants), which would increase the number of shares
of Common Stock eligible for future resale in the public market and result in dilution to the Company stockholders.

 Outstanding
warrants to purchase Common Stock may be exercised by the holders of those warrants. There is no guarantee that the warrants will ever
be in the money prior to their expiration, and, as such, the warrants may expire worthless.

 The
issuance of additional shares of Common Stock as a result of any of the aforementioned transactions may result in dilution to the then-existing
holders of Common Stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such
shares in the public market could adversely affect the market price of the Common Stock. We cannot predict the ultimate value of the
warrants. Sales of substantial numbers of shares issued upon the exercise of the warrants in the public market or the potential that
such warrants may be exercised could also adversely affect the market price of the Common Stock.

 A
sale of a substantial number of shares of our Common Stock may cause the price of our Common Stock to decline.

 Sales
of a substantial number of shares of our Common Stock in the public market could occur at any time. If our stockholders sell, or the
market perceives that our stockholders intend to sell, substantial amounts of our Common Stock in the public market, the market price
of our Common Stock could decline significantly.

 We
cannot predict what effect, if any, sales of our shares in the public market or the availability of shares for sale will have on the
market price of our Common Stock. However, future sales of substantial amounts of our Common Stock in the public market, including shares
issued upon exercise of outstanding options or vesting and settlement of outstanding restricted stock units, or the perception that such
sales may occur, could adversely affect the market price of our Common Stock.

 We
also expect that significant additional capital will be needed in the future to continue our planned operations. To raise capital, we
may sell Common Stock, convertible securities or other equity securities in one or more transactions at prices and in a manner we determine
from time to time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could
reduce the market price of our Common Stock.

 The
Company may issue additional shares of Common Stock or other equity securities without your approval, which would dilute your ownership
interests and may depress the market price of the Common Stock.

to the Stardust Power 2024 Equity Plan, we may issue an aggregate of up to the number of shares equal to ten percent (10%) of Common
Stock issued and outstanding at Closing, which amount will be subject to increase from time to time. We may also issue additional shares
of Common Stock or other equity securities of equal or senior rank in the future in connection with, among other things, potential financings,
future acquisitions or repayment of outstanding indebtedness, without stockholder approval, in a number of circumstances.

 The
issuance of additional shares or other equity securities of equal or senior rank would have the following effects:

 existing
 equity shareholders' proportionate ownership interest in the Company will decrease;

 the
 rights of holders of Common Stock will be subordinated if preferred stock is issued with
 rights senior to those afforded Common Stock;

 the
 Company's "controlled company" status will be impacted; and

 existing
equity shareholders' proportionate ownership interest in the Company will decrease.

 The
Company is a "controlled company" within the meaning of Nasdaq rules and, as a result, qualifies for exemptions from certain
corporate governance requirements. You may not have the same protections afforded to stockholders of companies that are not exempt from
such corporate governance requirements.

 As
at December 31, 2024, Roshan Pujari, had voting power over approximately 61% of the aggregate voting power of the issued and outstanding
shares of Common Stock of the Company. As a result, the Company is considered a "controlled company" within the meaning of
Nasdaq corporate governance standards. Under Nasdaq rules, a controlled company may elect not to comply with certain Nasdaq corporate
governance requirements, including the requirements that:

 a
 majority of the board consist of independent directors under Nasdaq rules;

 the
 nominating and governance committee be composed entirely of independent directors with a
 written charter addressing the committee's purpose and responsibilities; and

 the
 compensation committee be composed entirely of independent directors with a written charter
 addressing the committee's purpose and responsibilities.

 These
requirements will not apply to the Company as long as the Company remains a controlled company. The Company may utilize some or all of
these exemptions. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of
the corporate governance requirements of Nasdaq.

 If
the Company ceases to be a "controlled company" and its shares continue to be listed on the Nasdaq, it will be required to
comply with these standards, subject to a permitted "phase-in" period. These and any other actions necessary to achieve compliance
with such rules may increase the Company's legal and administrative costs, will make some activities more difficult, time-consuming
and costly and may also place additional strain on the Company's personnel, systems and resources.

 The
Company is a holding company and its only material assets are its interest in its subsidiaries, and it is accordingly dependent upon
distributions made by its subsidiaries to pay taxes and pay dividends.

 The
Company is a holding company with no material assets other than the equity interests in our direct and indirect subsidiaries. As a result,
we have no independent means of generating revenue or cash flow and our ability to pay taxes and pay dividends will depend on the financial
results and cash flows of our subsidiaries and the distributions we receive from our subsidiaries. Deterioration in the financial condition,
earnings or cash flow of our subsidiaries for any reason could limit or impair such subsidiaries' ability to pay such distributions.
Additionally, if we need funds and our subsidiaries are restricted from making such distributions under applicable law or regulation
or under the terms of any financing arrangements, or our subsidiaries are otherwise unable to provide such funds, our liquidity and financial
condition could be adversely affected.

 Dividends
on Common Stock, if any, will be paid at the discretion of the Board, which will consider, among other things, our Company's business,
operating results, financial condition, current and expected cash needs, plans for expansion and any legal or contractual limitations
on its ability to pay such dividends. Financing arrangements may include restrictive covenants that restrict our ability to pay dividends
or make other distributions to our stockholders. In addition, entities are generally prohibited under relevant law from making a distribution
to a stockholder to the extent that, at the time of the distribution, after giving effect to the distribution, the liabilities of such
entity (subject to certain exceptions) exceed the fair value of its assets. If our subsidiaries do not have sufficient funds to make
distributions, our ability to declare and pay cash dividends may also be restricted or impaired. Stardust Power and its subsidiaries
would be restricted from making distributions or advances to us under its existing credit facilities or other financing arrangements.

 ITEM
1B. UNRESOLVED STAFF COMMENTS.

 None

 ITEM
1C. CYBERSECURITY.

 Through
 our IT consulting firm, we employ continuous monitoring mechanisms to detect and respond to cybersecurity threats
 promptly. Reports are generated as needed for management and the Board of Directors, providing insights into our cybersecurity
 posture, incidents, and remediation efforts. We conduct regular assessments and testing of our controls, especially those related to
 the protection of financial information. The
 implementation and management of these
 processes are integrated with the Company's overall operational risk management processes that seeks to limit our
 exposure to unnecessary risks across our operations and is overseen by the Audit Committee of the Board of Directors.

 We maintain an incident response plan that outlines
the steps to be taken in the event of a cybersecurity incident. This plan includes procedures to escalate, contain, investigate and remediate
the incident, as well as to comply with any legal reporting requirements and communicate with affected stakeholders. Our employees receive
regular training on cybersecurity best practices, emphasizing the protection of financial information. We foster a culture of cybersecurity
awareness and responsibility throughout the organization.

 The Board of Directors has delegated oversight of
risks related to the Company's information system controls and security to the Audit Committee of the Board of Directors. Our cybersecurity
program is managed by the Chief Financial Officer (CFO), who has over 20 years of business experience as well as a general familiarity
with cybersecurity matters and an understanding of the potential financial impacts, disclosure obligations, and enterprise risks to the
Company as they relate to cybersecurity. The CFO updates the Audit Committee on cybersecurity matters. The Audit Committee updates the
full Board of Directors with respect to cybersecurity matters.

 Although we are no t
currently aware of any risks from cybersecurity threats that have materially affected us, we face risks from cybersecurity threats that
could have a material adverse effect on us, including our business strategy, results of operations, or financial condition.

 ITEM
2. PROPERTIES.

 Our
corporate headquarters are located in Greenwich, Connecticut.

 We
own a 66-acre site in Muskogee, Oklahoma where we plan to construct our lithium refinery.

 We
also lease office space in Oklahoma City, Oklahoma.

 ITEM
3. LEGAL PROCEEDINGS.

 We
are not a party to any material pending legal proceedings. From time to time, we may be subject to legal proceedings and claims arising
in the ordinary course of business.

 ITEM
4. MINE SAFETY DISCLOSURES.

 Not
applicable.

 PART
II

 ITEM
5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Information for Common Stock

 Our
Common Stock and Public Warrants have been traded on The Nasdaq Global Select Market under the symbols "SDST" and "SDSTW,"
respectively, since July 8, 2024.

 Holders
of Record

 As
of March 25, 2025, there were approximately 57 holders of record of our Common Stock and 32 holders of record of our Public
Warrants. Because many of our Public Warrants and shares of Common Stock are held by brokers and other institutions on behalf of
stockholders, we are unable to estimate the total number of beneficial owners of our Common Stock and Public Warrants represented by these record
holders.

 Dividend
Policy

 We
have never declared or paid cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings
for use in the operation of our business and do not anticipate paying any dividends on our capital stock in the foreseeable future. Any
future determination to declare dividends will be made at the discretion of our board of directors, subject to applicable laws, and will
depend on our financial condition, operating results, capital requirements, general business conditions, and other factors that our board
of directors may deem relevant.

Sales of Unregistered Securities

 None

 Issuer
Purchases of Equity Securities

 We
issued shares of common stock related to exercises of unvested stock options, or early exercised stock options. The shares of common
stock issued in connection with the early exercised stock options are subject to our repurchase right at the original purchase price.
The proceeds are initially recorded as a liability and reclassified to common stock and additional paid-in capital as our repurchase
right lapses.

 For
the year ended December 31, 2024, we repurchased shares related to unvested early exercised stock options due to termination in the below
amounts:

 Month
 of:

 Total
 Number
 of Shares
 Repurchased

 Average

 Price Paid
 per Share

 Total
 Number of
 Shares Repurchased
 as Part of Publicly
 Announced Plans
 or Programs

 Maximum
 Number of Shares Pending Repurchase Pursuant to Publicly Announced Plans or Program

 October
 2024

 25,575
 (1)

 $
 0.0065

 -

 November
 2024

 230,112
 (1)

 $
 0.0065

 -

 Total

 255,687

 $
 0.0065

 -

 (1)
 Represents
 shares of Common Stock repurchased in connection with the exercise of the Company's
 repurchase right of options upon the termination of certain employees.

 ITEM
6. [RESERVED]

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 The
following discussion and analysis of the financial condition and results of operations should be read together with our consolidated
financial statements for the year ended December 31, 2024, and the related notes thereto contained elsewhere in this Annual Report
on Form 10-K.

 Unless
the context otherwise requires, all references in this section to "we," "us," "our," or the "Company",
"Stardust" or "Stardust Power" refer to Stardust Power Inc. and its consolidated subsidiaries at or after the
consummation of the Business Combination. Terms otherwise not defined herein, have the meaning
given to such terms in the Proxy Statement/Prospectus in the section titled "Certain Defined Terms" beginning on page iii
thereof, and such definitions are incorporated herein by reference.

 Cautionary
Note Regarding Forward-Looking Statements

 Certain
of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report on Form 10-K, including information
with respect to plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. As a result
of many factors, including those factors described or referenced in this Annual Report under the heading "Risk Factors,"
our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the
following discussion and analysis. You should carefully read the section titled "Risk Factors" in this Annual Report to gain
an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements. Please
also see the section titled "Cautionary Statement Regarding Forward-Looking Statements" in this Annual Report.

 Company
Overview and History

 On
December 5, 2022, Stardust Power LLC was organized as a limited liability company in the State of Delaware. On March 16, 2023, Legacy Stardust Power
was organized as a corporation in the State of Delaware with operations commencing on March 16, 2023. The ownership interests of Stardust
Power LLC were subsequently transferred to Stardust Power Inc. On July 8, 2024, former Stardust Power Inc. was renamed Stardust Power
Operating Inc.

Power is a U.S.-based development stage battery grade lithium manufacturer designed to foster clean energy independence for America.
The Company is in the process of creating capacity to manufacture battery grade lithium products, primarily for the EV market, by developing a large-scale lithium refinery in the United States. Stardust Power seeks to become a sustainable,
cost-effective supplier of battery grade lithium products, by its innovative approach in the development of a large central refinery
optimized for multiple inputs of lithium brine inputs in Oklahoma.

Power intends to source lithium brine feedstock from various suppliers and may make investments upstream to secure additional feedstock.
We seek to sell our products to EV manufacturers as our primary market, with potential applications in other areas such as battery manufacturers,
the U.S. military, and OEMs.

 Some
of the key driving factors are the demand for battery grade lithium products, fueled largely by the demand and production of electric
vehicles and automotive OEMs and battery manufacturers seeking domestic supply options, leading to demand for minerals used in battery
cells, such as lithium, governmental incentives for American manufacturing and evolving geopolitical climate that is creating a national
security priority for the U.S. market.

 In
February 2023, Stardust Power LLC received an illustrative incentive analysis for up to $257 million in performance-based incentives
from the State of Oklahoma and potential federal incentives, which also contained potential for further eligible federal grants. The
state incentives were based on initial job creation, equipment procurement, training and recruitment incentives, property tax exemptions,
sales tax exemptions, and capital expenditure projections submitted to the Oklahoma Department of Commerce in the first quarter of 2023
and could be subject to changes as the Company would progress in setting up the Facility and commercial production of battery grade lithium
in the future. These incentives may change based on the actual financial metrics of the Company in the future, which may be lower or
higher.

Power believes that it is well poised to address these opportunities by emerging as a leading, fully integrated domestic lithium supplier,
and contribute to restoring American energy independence, thereby bridging the gap in the domestic supply of battery grade
lithium products.

Developments

 Purchase
and Sale Agreement for Site

 On
January 10, 2024, Stardust Power entered into a purchase and sale agreement with the City of Muskogee to purchase the site in
Southside Industrial Park, Muskogee, Oklahoma for a total of $1,662,030. On December 16, 2024, the agreement was finalized and the
title to the land was transferred in the Company's name.

 Business
Combination

 On
November 21, 2023, Legacy Stardust Power entered into the Business Combination Agreement GPAC II, First Merger Sub and Second Merger
Sub.

 On
July 8, 2024, Legacy Stardust Power completed the Business Combination contemplated by the Business Combination Agreement. 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.

 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 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 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.

 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. Upon the occurrence of a change in control, any remaining unvested Sponsor Earnout Shares become vested.

 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 GPAC II 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.

 Power issued 1,077,541 shares of Newco Common Stock in exchange for $10,075,002 of cash in accordance with the terms of
 the PIPE Subscription Agreement in connection with the Business Combination.

 Common
Stock Purchase Agreements

 On
October 7, 2024, the Company entered into the Purchase Agreement and the related Registration Rights Agreement with 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. The purchase price of the shares of common stock will be determined by reference to
the VWAP of the Common Stock during the applicable purchase date, less a fixed 3% discount to such VWAP. Upon executing the Purchase
Agreement and Registration Rights Agreement, the Company also issued 63,694 shares of Common Stock called Commitment Shares to B.
Riley Principal Capital II as a consideration for this agreement. The Company issued 55,826 shares of Common Stock through December
31, 2024, aggregating to net proceeds of $260,927 under the Purchase Agreement.

 On
December 31, 2024, the Company entered into binding term sheets with certain investors pursuant to which the Company has agreed to
sell, and the Investors have agreed to purchase, Company securities for an aggregate amount of $550,000 (the "Private
Placement"). The proceeds of the Private Placement are expected to be used by the Company for capital expenditures, working
capital and general corporate purposes. The Investors have agreed to purchase, and the Company has agreed to issue and sell, up to
$550,000 in shares of Common Stock at a price equal to 95% of the closing bid price of the Common Stock on the last trading day
prior to the closing date for the Private Placement. In addition, each Investor will receive warrants representing the right,
exercisable within five years of the closing date, to purchase up to 50% of the shares of Common Stock purchased by such Investor in
the Private Placement, with each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50. As of
December 31, 2024, the Company received proceeds of $425,000 from one of the investors and has accounted for this as Advance from
PIPE investor for shares and warrants to be issued based on purchase agreement to be entered on the consolidated balance sheet as of
December 31, 2024.

 Subsequent
to the year end, the Company consummated a public offering of an aggregate of (i) 4,792,000 shares of Common Stock and (ii) Common
Stock purchase warrants to purchase up to 4,792,000 shares of Common Stock (the "Common Warrant Shares"). Each share of
Common Stock was sold at a public offering price of $1.20 and associated Common Warrant to purchase one share of Common Warrant
Share was sold with an exercise price of $1.30. The Company received aggregate gross proceeds of approximately $5.75 million, before
deducting placement agent fees and other offering expenses. The Company intends to use the proceeds of this offering primarily for
general corporate purposes and other business matters, as well to satisfy certain debts. Further, on March 16, 2025, pursuant to the
Inducement Letter, the investor agreed to exercise, for cash, the Common Warrants to purchase an aggregate of 4,792,000 shares of
common stock at the exercise price of $0.62 per share in exchange for the Company's agreement to issue to the investor a new
common stock purchase warrant, to purchase up to 9,584,000 shares of common stock (the "Inducement Warrants," and the
shares issuable upon exercise of the Inducement Warrants, the "Inducement Warrant Shares").

 Engineering
Agreement

 On August 4, 2024, the Company entered into the Primero
Agreement pursuant to which Primero agreed to provide certain engineering, design and consultancy professional services, including to
assist in procurement of major equipment, engage relevant third parties for construction and provide a FEL-3 report of the Company's
Facility at Southside Industrial Park, in Muskogee, Oklahoma. The total amount due pursuant to the Primero Agreement, assuming full performance,
is approximately $4.7 million, in the aggregate, subject to customary potential adjustments and is due for completion in the first half
of 2025.

 SAFE
Note and Convertible Equity Agreement Transactions

 On
June 6, 2023, Legacy Stardust Power received $2,000,000 in cash from a single investor and funded a simple agreement for future equity
on August 15, 2023 (the "August 2023 SAFE Note"). The funds were received from American Investor Group Direct LLC ("AIGD"),
an unrelated third party, through its entity which is currently being managed under the purview of an investment management agreement
between them and VCP (a related party) in consideration for which VCP is paid investment
management fees. Additionally, the August 2023 SAFE note provides AIGD with certain rights of conversion upon an equity financing, or
cash repayment or other form of repayment upon a change in control or dissolution. On November 18, 2023, Legacy Stardust Power amended
the August 2023 SAFE note (the "amended August 2023 SAFE"), which introduced a discount rate of 20% to (a) the lowest price
per share of preferred stock sold in the preferred stock purchase or (b) the listing price of the Combined Company Common Stock upon
consummation of a SPAC transaction or IPO. On November 18, 2023, Legacy Stardust Power also entered into a second simple agreement for
future equity with AIGD for an aggregate amount of $3,000,000 (the "November 2023 SAFE note") under the same terms and conditions
as the amended August 2023 SAFE note. On February 23, 2024, Legacy Stardust Power entered into a third SAFE note with an individual for
an aggregate amount of $200,000 (the "February 2024 SAFE note", and together with the August 2023 SAFE note and the November
2023 SAFE note, the "SAFE notes"). The SAFE notes provided Legacy Stardust Power an option to call for additional preferred
stock up to $25,000,000 based on the contingent event of SAFE note conversion and notice issued by the Board, and achievement of certain
milestones, for up to 42 months following such conversion.

 On
March 21, 2024, Legacy Stardust Power entered into a financing commitment and equity line of credit agreement with AIGD. The agreement
replaced the above contingent commitment feature of the SAFE notes granting Legacy Stardust Power an option to drawdown up to an additional
$15,000,000 on terms similar to the SAFE notes prior to the First Effective Time. On April 24, 2024, Legacy Stardust Power amended and
restated the August 2023 SAFE note and the November 2023 SAFE note. On May 1, 2024, Legacy Stardust Power amended and restated the February
2024 SAFE note. These amendments clarified the conversion mechanism in connection with the Business Combination. Immediately prior to
the First Effective Time, the cash received pursuant to the SAFE notes automatically converted into 138,393 shares of Stardust Power
Common Stock.

Stardust Power entered into a convertible equity agreement with AIGD on April 24, 2024, for $2,000,000 and additionally entered into separate
convertible equity agreements with other individuals for a total of $100,000 in April 2024, based on similar terms. Immediately prior
to the First Effective Time, the cash received pursuant to the convertible equity agreements automatically converted into 55,889 shares
of Legacy Stardust Power Common Stock.

 Unsecured
Notes with Related Parties

 In
March 2023, Legacy Stardust Power issued unsecured notes to three related parties. These notes payable provided Legacy Stardust Power
the ability to draw up to $1,000,000 in the aggregate in the following timing: $160,000 until December 31, 2023, and $840,000 until December
31, 2025. As of December 31, 2024, the Company has repaid all the notes payable.

 Investment
in QX Resources and IRIS Metals Limited

 In
October 2023, Legacy Stardust Power purchased 13,949,579 ordinary shares (1.26% of the total equity) of QXR, 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 IG Lithium LLC (the "Earn-in Venture"). Legacy Stardust Power 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. No formal off-take agreement has been executed as
of December 31, 2024. Further, no material expenses have been incurred towards the feasibility studies during the year ended December
31, 2024. 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.

 In
December 2024 Stardust Power subscribed to and purchased 10,000,000 ordinary
shares (approximately 6% of the total equity) of IRIS Metals Limited (IRIS Metals), an Australian limited company whose ordinary shares
are listed on the Australian securities exchange ("ASX") for $1.6 Million. This investment in the ordinary shares if IRIS
Metals allows the Company to explore strategic partnership with, or investment in, IRIS Metals, including without limitation, a commercial
off take arrangement for battery grade lithium production, financing or other investments in IRIS Metals or its affiliates. No formal
off take agreement has been executed as at December 31, 2024. Further no material expenses have been incurred towards due diligence during
the year ended December 31, 2024. The Company neither has a controlling financial interest nor does it exercise significant influence
over IRIS Metals. Accordingly, the investment in IRIS Metals ordinary shares does not result in either the consolidation or application
of equity method of accounting for the Company.

 Offtake
and licensing agreements

 On January 28, 2025, the Company entered
into a non-binding letter agreement with Sumitomo, contemplating
a long-term commercial offtake agreement, pursuant to which Sumitomo would agree to acquire 20,000 metric tons of lithium carbonate per
year from the Company's first line of production, with the potential to increase to 25,000 metric tons based on mutual agreement.
The initial contract term would span 10 years starting from the date of the first qualification of the Company's lithium carbonate
for sale to any of Sumitomo's customers, with an option for Sumitomo to renew for an additional five years under mutually agreed
terms, provided written notice is given to the Company at least twelve months prior to the end of the initial term.

 On February 7, 2025, the Company executed an
exclusive license agreement with KMX. Under the terms of the License Agreement, KMX agreed to irrevocably license to the Company the
use of KMX's VMD Technology and associated processes and systems (including the KMX VMD Units) for the purpose of the
Company's use of the technology in its refining and upstream operations. Among other obligations set forth in the Agreement,
the Company shall be required to exclusively purchase all KMX VMD Units from KMX during the term of the Agreement on the terms and
conditions set forth therein. The License Agreement grants the Company the exclusive right to sub license, use, market, sell and
operate KMX's VMD Technology across the United States, Canada and select international markets. The Company agreed to pay KMX
a royalty comprised of 500,000 shares of Common Stock (the "Royalty Shares").

 Short-term loans

 In December 2024, the Company entered into a binding term sheet ("Term
Sheet") with Endurance Antarctica Partners II, LLC ("Endurance") a related party, providing for a loan (the "Loan")
in the aggregate principal amount of $1,750,000, bearing interest at a rate of 15% per year, and maturing in March 2025 (the "Maturity
Date"). The Term Sheet contained customary representations and warranties and customary events of default. Pursuant to the Term
Sheet, 5,500,000 shares of Company's Common Stock, owned by Roshan Pujari, Chief Executive Officer of the Company, were pledged
as collateral. In addition, the Company has agreed to issue to Endurance $3,500,000 in Common Stock as an Equity Kicker, with the price
of each share being determined based on terms per the earlier to occur of (i) the consummation of a private placement offering of Company
securities (in which case such issuance shall be on no less favorable terms than the terms of such private placement) and (ii) the Maturity/
Repayment Date, provided that the minimum number of shares of Common Stock shall be no less than 500,000 shares. In addition, Endurance
will receive warrants representing the right, exercisable within five years of the closing date, up to 50% of Common Stock issued as Equity
Kicker, with each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 in accordance with the Private
Placement terms. Subsequent to year end, the Company has fully repaid the principal amount and accrued interest. The Company is yet to
issue the equity shares and warrants to Endurance as of the date of the issuance of the consolidated financial statements.

 In December 2024, the Company entered into
binding term sheets ("Term Sheets") with several lenders including DRE Chicago, LLC, a related party (collectively, the
"Lenders"), providing for loans (the "Loans") in the aggregate principal amount of $1,800,000, bearing
interest at a rate of 15% per year, and maturing in March 2025 (the "Maturity Date"). The proceeds of the Loans are
expected to be used by the Company for general corporate and working capital purposes. The Term Sheets contained customary
representations and warranties and customary events of default. Pursuant to the Term Sheets, an aggregate of approximately 3,400,000
shares of Company's Common Stock, owned by Roshan Pujari, Chief Executive Officer of the Company, were pledged as collateral.
In addition, the Company has agreed to issue to the Lenders an aggregate of $2,700,000 in Common Stock as an Equity Kicker, with the
price of each share being determined based on terms per the earlier to occur of (i) the consummation of a private placement offering
of Company securities (in which case such issuance shall be on no less favorable terms than the terms of such private placement) and
(ii) the Maturity/ Repayment Date, provided that the minimum number of shares of Common Stock issued to the Lenders shall be no less
than an aggregate of 360,000 shares. In addition, the Lenders will receive warrants representing the right, exercisable within five
years of the closing date, up to 50% of Common Stock issued as Equity Kicker, with each whole warrant exercisable for one share of
Common Stock at an exercise price of $11.50 in accordance with the Private Placement terms. Subsequent to year end, the Company has
fully repaid the principal amount and accrued interest. The Company is yet to issue the equity shares and warrants to the Lenders as
of the date of the issuance of the consolidated financial statements.

 Key
Factors Affecting Our Performance

 We
believe that our performance and future success depend on a number of factors that present significant opportunities for us but also
pose risks and challenges, including competition from other lithium brine and other brine producers, changes to existing federal and
state level incentive framework, changes in regulations, and other factors discussed under the section titled "Risk Factors"
in our Prospectus and this Annual Report. We believe the factors described below are key to our success.

 Commencing
Commercial Operations

 We
are a development stage company, and have purchased the site in Southside Industrial Park, Muskogee, Oklahoma. The critical issue analysis,
phase I ESA, geotechnical study, and readiness assessment of the site in Southside Industrial Park,
Muskogee, Oklahoma has been conducted, and we may be required to conduct other relevant studies.

Power is developing a large central refinery in a phased approach. The first phase is the construction of a production line with up to
25,000 metric tpa. The second phase is to add a second production line with up to 25,000 tpa, to create a total
capacity of up to 50,000 tpa.

 A
technological innovation of Stardust Power's planned refinery is the ability for the Facility to refine different sources of lithium
brine inputs. The Facility is being designed to accept lithium brines, of a certain approved chemical composition. It is Stardust Power's
intention that the Facility will be able to dilute and pre-treat feedstock as necessary, to ensure that various lithium feedstock can
be blended, in order to produce a consistent feedstock. Stardust Power's strategy is to differentiate itself by screening for a
broader set of contaminants, in comparison to other lithium refineries.

 Partnership
Ecosystem

 Our
success will depend on whether we can execute and expand our ecosystem of commercial arrangements with additional suppliers of brine
and executing agreements with them at favorable terms. The availability of brine for the purpose of extracting lithium is still in a
nascent stage and we would require access to multiple sources as we start commercial production and grow our business. Our management
team frequently evaluates current and future sources of supplies for reliability of supply and geographic locations for logistics and
cost efficiency. We would also have to maintain technology arrangements with existing strategic affiliations on whose patented and
proprietary processes we depend on, as well as forging new technology affiliations as exploration, extraction and purification processes
evolve, to obtain raw materials required to manufacture high-quality lithium suitable for consumption by the EV industry, and other potential
usages. These affiliations will enable us to refine and sell battery grade lithium at competitive prices, which in turn helps secure
the growth and profitability of our business operations in the long term.

 Adequate
Capital Raise

 The
success of our refinery's activities relating to producing battery grade lithium from brine and the success of our ability to obtain
relevant permits in a timely manner require significant capital investment and financing to fund the initial investment in all aspects
of setting up the operations, and may subsequently be impacted by our operating losses, competition from substitute products and services
from larger companies, protection of proprietary technology of our strategic partners, and dependence on key individuals.

 Our consolidated financial statements have been presented on the basis that the Company is a going concern, which contemplates the realization
of assets and the satisfaction of liabilities in the normal course of business. The Company has not earned any revenue and has been operating
at a loss since inception. The Company has an accumulated deficit and stockholders' deficit. 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. These conditions raise substantial doubt about our ability
to continue as a going concern for one year from the issuance of these consolidated financial statements. As a development
stage company, Stardust Power needs to raise additional capital to realize its business objectives. Our long-term success and ability
to continue as a going concern is dependent upon our ability to successfully raise additional capital or financing, or successfully enter
into strategic partnerships. Until commercial production is achieved from our planned operations, we will continue to incur operating
and investing net cash outflows associated with, among other things, maintaining and acquiring exploration properties and undertaking
ongoing exploration activities.

 Limited
Operating History

 We
have a limited operating history and there is limited historical financial information upon which to base an evaluation of our performance.
Our business and financial condition must be considered in light of the uncertainties, risks, expenses, and difficulties frequently encountered
by companies in their early stages of operation. As Legacy Stardust Power was incorporated on March 16, 2023, the period from March 16, 2023 (inception) to December 31, 2023,
is not comparable to the year ended December 31, 2024.

 Key
Business Metrics, Non-GAAP Measure

 Since
we have yet to start the construction of our Facility and associated commercial production, we do not have financial information on key
business metrics. However, based on our experience and industry knowledge, we expect the following would be key business metrics:

 Raw
 Material Cost/ton: This includes the input cost of lithium chloride for the plant. As this may be obtained from various sources,
 the weighted average cost will be calculated to arrive at the raw material cost per ton and reflects the Company's ability
 to procure high-quality raw materials at an appropriate price. The weighted average method also helps in calculating the gross margin
 on a per-ton basis. The technology implemented and the efficiency of the operations are also reflected on the gross margin per ton.

 Selling
 Price/ton: This multiple is driven by the demand and supply of the lithium price as well as the efficient operations of the
 plant. The computation of the selling price may be based on the output sold per long-term contract, which is expected to have a floor
 and a cap, as well as the spot price on the date of placing a purchase order by the customer, with the Company and the customer sharing
 the difference between the floor and spot price.

 Capex/ton:
 This reflects the Capex incurred on a per-ton basis. It includes both direct and indirect costs. It also has contingency costs built
 in for any impact on Capex, to account for unforeseen events. The key is to optimize plant efficiency in long-term operations with
 the appropriate technology and set-up.

 Opex/ton:
 This includes the ongoing expenses incurred from the day-to-day running of the operations. It helps in measuring how much profit
 a company makes on a dollar of sales after paying for variable costs of production, such as wages and raw materials, but before paying
 interest or tax. The lower multiple reflects the efficient functioning of the management.

 Capacity
 Utilization: This measures how much output a plant is producing, compared to its maximum potential output, which is dependent
 on two key factors: (a) design capacity, which impacts the operational efficiency of the plant, and (b) the plant's downtime
 for its maintenance. Timely maintenance is also the key to running any efficient operations.

 Further,
since we are yet to generate revenue, non-GAAP measures such as EBITDA and EBITDA margins, cannot be captured currently, but will be
stated once we have commenced commercial production and selling of battery grade lithium to our intended customers.

 Business
and Macroeconomic Conditions

 Our
business and financial condition has been, and we believe will continue to be, impacted by adverse and uncertain macroeconomic conditions
and events, including higher inflation, higher interest rates, supply chain and logistics challenges, banking crises, and fluctuations
or volatility in capital markets.

 Components
of Results of Operations

 Revenue

 We
have not generated any revenue to date. We expect to generate a significant portion of our future revenue from the sale of battery grade
lithium primarily to the EV market. We expect that we will enter into long-term contracts (typically 10 years), driven by industry dynamics
of the EV industry, with a pricing structure at cap and ceiling, and sharing of variable price between customers and the Company.

 Cost
of Goods Sold

 We
have not sourced any raw material to date. We expect to source brine from lithium producing suppliers including the oil and gas industry
as a by-product of their exploration and extraction processes. We are in the process of negotiating with multiple suppliers for brine
feedstock, including producers from the oil and gas industry. The length, tenure and pricing of these contracts will depend largely on
the type of supply and is expected to vary from supplier to supplier.

 Expenses

and administrative

and administrative expense consists of costs to maintain our daily operations and administer the business that are not directly
attributable to generating revenue or cost of goods or raw material. These consist primarily of consulting services (including
advisory services for organization setup and administrative related services from contractors, consultants), professional services
such as accounting advisory, statutory auditor fees, technical consultants, and business consulting, as well as personnel related
expenses (including stock based compensation), legal and book-keeping services, insurance expenses (including director and
officer's insurance), investor relations activities and marketing expenses. We expect our general and administrative expenses
will increase in absolute dollars over time as we continue to invest in initially setting up our Facility, and subsequently in the
growth of our business recruit more employees, and incur costs associated with being a publicly traded company with respect to
compliance with the regulations of the SEC and the Nasdaq Global Market.

 Other
Income (Expenses)

income

income is comprised of interest earned on promissory notes issued during the current year. During the year ended December 31, 2024, the
Company issued promissory notes of $176,000 and $316,000 to IGX Minerals LLC and IG Lithium LLC respectively. These notes carry an interest
rate of 6% with maturity date of February 28, 2025, and July 1, 2025, respectively. The Company is in active discussion in negotiating the terms for repayment of the promissory note issued to IGX and
is evaluating multiple options including a possible strategic investment.

expense

expense is comprised of interest payable on the Insurance Funding loans and short-term loans.

 The
Company entered into a financing agreement of $510,000 for the purchase of a D&O insurance policy with AFCO Insurance Premium
Finance. The Company made a downpayment of $44,162, which was applied to the loan amount at the time of the loan agreement. The debt
is payable in monthly installments of $44,162 per month for 11 months. Payments include a stated interest rate of 8.46% and are
secured against a lien on the insurance policy.

 The Company
issued a Term Sheet to Endurance in the aggregate principal amount of $1,750,000, bearing interest at a rate of 15% per year, and maturing
in March 2025.

 The Company
issued Term Sheets to several lenders, providing for loans in the aggregate principal amount of $1,800,000, bearing interest
at a rate of 15% per year, and maturing in March 2025.

 Interest expense also included
interest on a Legacy Stardust Power financing agreement of $80,800 for the purchase of an insurance policy with First Insurance Funding.
Payments include a stated interest rate of 8.25% and are secured against a lien on the insurance policy. The debt was fully paid off as
of December 31, 2024.

charges

charges are comprised of cost of issuance of short-term loans and the accretion
impact related to the Common Stock to be issued to lenders per the Equity Kicker related to these loans. This also includes cost incurred
to enter into the Purchase Agreement with B Riley Principal Capital II and the change in fair value of the Company's make-whole
provision related to the Common Stock Purchase Agreement.

in fair value of investment in equity securities

in fair value of investment in equity securities relates to movements in fair value of investment in equity securities of strategic investments
such as the investment in QXR and IRIS Metals, that need to be recorded in the consolidated statements of operations for each reporting period, based
on readily available quoted prices for such investment.

in fair value of SAFE notes and convertible notes

 Change in fair value of SAFE notes and convertible notes relates to movements
in fair value of SAFE notes and convertible notes that have been classified as liability instruments in the consolidated financial statements,
which need to be recorded in the consolidated statements of operations for each reporting period, based on third party valuations carried
out at period end. Upon consummation of the Business Combination on July 8, 2024, the SAFE notes and convertible notes were converted
into Common Stock.

in fair value of sponsor earnout shares

 Change in fair value of sponsor earnout shares relates to movements in
fair value of earnout shares issued to the Sponsor which have been classified as liability instruments in the consolidated financial
statements, that need to be recorded in the consolidated statements of operations for each reporting period, based on third party valuations
carried out at period end.

in fair value of warrant liability

in fair value of warrant liability relates to movements in fair value of
Public Warrants and Private Warrants which have been classified as liability instruments in the consolidated financial statements, that
need to be recorded in the consolidated statements of operations for each reporting period, based on fair value at period end.

 Provision
for income taxes

 We
are constituted as a Delaware corporation and are subject to U.S. federal and state income taxes based on enacted rates, as adjusted
for allowable credits, deductions, uncertain tax positions, changes in deferred tax assets and liabilities and changes in tax law.

 Results
of Operations

 The
following table sets forth our consolidated statements of operations information for the period indicated:

 Year
 Ended

 Period
 from March 16, 2023 (inception) through

 31, 2024

 31, 2023

 Changes

 Revenue

 $
 -

 $
 -

 $
 -

 and administrative expenses

 $
 17,972,828

 $
 2,675,698

 $
 15,297,130

 Operating
 Loss

 $
 (17,972,828
)

 $
 (2,675,698
)

 $
 (15,297,130
)

 Other
 income (expenses)

 SAFE
 note issuance costs

 -

 (466,302
)

 466,302

 Other
 transaction costs

 -

 (450,113
)

 450,113

 income

 10,838

 -

 10,838

 expense

 (50,454
)

 (7,828
)

 (42,626
)

 charge

 (7,579,713
)

 -

 (7,579,713
)

 in fair value of sponsor earnout shares

 4,076,200

 -

 4,076,200

 in fair value of warrant liability

 (511,342
)

 -

 (511,342
)

 in fair value of investment in equity securities

 (322,134
)

 18,556

 (340,690
)

 in fair value of convertible notes

 (471,400
)

 -

 (471,400
)

 in fair value of SAFE notes

 (955,000
)

 (212,200
)

 (742,800
)

 Other income

 21,970

 -

 21,970

 Total
 other expenses

 $
 (5,781,035
)

 $
 (1,117,887
)

 $
 (4,663,148
)

 Net
 Loss

 $
 (23,753,863
)

 $
 (3,793,585
)

 $
 (19,960,278
)

Stardust Power was incorporated on March 16, 2023, hence the period from
March 16, 2023 (inception) to December 31, 2023, is not comparable to the year ended December 31, 2024.

 Revenues

 We have not earned any revenue since inception.

 Cost
of Goods Sold

 We
did not manufacture any products, and hence did not incur any direct costs related to production or carrying inventory, since inception.

and Administrative Expenses

and administrative expenses are primarily attributable to fees for professional consulting fees, mainly comprising formation and
organization structure, advisory marketing advisory services and other consulting, legal services and advisory services with respect
to the Company's organization, fees for strategic investments evaluation and employee related compensation expenses
representing base salary, benefits and stock-based compensation expense. The details of these expenses are as follows:

 Year
 ended

 Period
 from

 March
 16, 2023

 (inception)

 through

 31, 2024

 31, 2023

 Professional
 and consulting fees

 $
 4,455,225

 $
 1,586,680

 $
 2,868,545

 Legal
 and book-keeping services

 1,134,778

 347,835

 786,943

 Personnel
 and related taxes

 10,951,854

 443,672

 10,508,182

 355,932

 12,473

 343,459

 Marketing and advertisement

 91,319

 119,363

 (28,044
)

 Other

 983,720

 165,675

 818,045

 $
 17,972,828

 $
 2,675,698

 $
 15,297,130

 For
the year ended December 31, 2024, general and administrative expenses increased
compared to the period from March 16, 2023 (inception) through December 31, 2023, primarily due to higher employee related costs driven
by an increase in stock based compensation expense and number of employees, increase in legal and professional services such as legal
fees, professional and consulting fees including stock based compensation expense for consultants, accounting advisory, statutory auditor
fees, technical consultants and business consulting and an increase in business development and other administrative expenses in line
with growth in operations. The increase was partially offset by decrease in marketing and advertisement services with respect to the Company's
organization incurred in comparative period.

 Other
Income (Expenses)

 SAFE
note issuance costs

 SAFE
note issuance costs of $Nil for the year ended December 31, 2024, and $466,302 for the period from March 16, 2023 (inception) through December
31, 2023, respectively, primarily represent $435,000 of capital advisory services fees paid to related party for sourcing the SAFE note
commitment from the investor and $31,302 of legal costs incurred towards setting up and executing the SAFE note agreements.

 Other
transaction costs

 Other
transaction costs of $Nil for the year ended December 31, 2024, and $450,113 for the period from March 16, 2023 (inception) through December
31, 2023, respectively, relate to costs that represent fees and expenses, primarily legal expenses associated with evaluation of potential
other SPAC merger opportunities that the Company ultimately did not execute, including $100,000 of fees paid to a related party.

income

income of $10,838 for the year ended December 31, 2024, and $Nil for the period from March 16, 2023 (inception) through December 31, 2023,
respectively, relate to interest earned on promissory notes issued during the current year ended December 31, 2024.

expense

 For
the year ended December 31, 2024, interest expenses increased compared to the period from March 16, 2023 (inception) through
December 31, 2023, primarily due to interest expense incurred on the financing agreement for
the Company's purchase of directors and officers and other insurance policies. Additionally, the Company entered into finance
agreements for short-term loans with various lenders during the year ended December 31, 2024, resulting in an increase in interest
expense of $42,626.

charges

 The
increase in finance charges of $7,579,713 during the year ended December
31, 2024, compared to the period from March 16, 2023 (inception) through December 31, 2023, is due to cost of issuance of short-term loans
and the accretion impact related to the common stock to be issued to lenders per the Equity Kicker related to these loans. This also includes
cost incurred to enter into the common stock purchase agreement with B Riley Principal Capital II and the change in fair value of the
Company's make-whole provision related to the common stock purchase agreement. The Company did not have any similar financing arrangement
in the prior comparative period.

in fair value of investment in equity securities

 The
decrease in the fair value of investment in equity securities of $322,134 during the year ended December 31, 2024, is due to change
in the fair value of investment in QXR and IRIS Metals based on readily available quoted prices for such investment. The
increase in the fair value of investment of $18,556 during the period from March 16, 2023 (inception) through December 31, 2023, is
due to change in the fair value of investment in QXR.

in fair value of SAFE notes

 The
increase in fair value of SAFE notes of $955,000 and $212,200 during the year ended December 31, 2024, and the period from March 16,
2023 (inception) through December 31, 2023, respectively, is due to changes in estimates related to inputs used in the valuation of SAFE notes, which have been classified as liability instruments,
based on third party valuations, prior to the conversion of the instruments into Common Stock. The SAFE notes, which had previously been
classified as liability instruments, were converted to equity following the consummation of the Business Combination with GPAC II on July
8, 2024. The Company had not issued any such SAFE notes post business combination consummation.

in fair value of convertible notes

 The
increase in fair value of convertible notes of $471,400 during the year ended December 31, 2024, compared to the period from March 16, 2023 (inception) through December
31, 2023, is due to changes in estimates related to inputs used in the valuation of convertible notes, which have been classified as liability
instruments, based on third party valuations. The convertible notes, which had previously been classified as liability instruments, were
converted to equity following the consummation of the Business Combination with GPAC II on July 8, 2024. The Company had not issued any
such convertible notes in the comparative period.

in fair value of sponsor earnout shares

 The
decrease in fair value of sponsor earnout shares by $4,076,200 for year
ended December 31, 2024, compared to the period from March 16, 2023 (inception) through December 31, 2023, relates to movements in fair
value of earnout shares issued to the Sponsor, at the closing of the Business Combination, which have been classified as liability
instruments in the consolidated financial statements, that need to be recorded in the consolidated statements of operations for each reporting
period, based on third party valuations carried out at period end. The Company had not issued any such sponsor earnout shares in the comparative
period.

in fair value of warrant liability

The increase in fair value of warrants of $511,342 for the year ended December
31, 2024, compared to the period from March 16, 2023 (inception) through December 31, 2023, relates to movements in fair value of Public
and Private Warrants which have been classified as liability instruments in the consolidated financial statements, that need to be recorded
in the consolidated statements of operations for each reporting period, based on fair value at period end. The Company had not issued
any such warrants in the comparative period.

 Other income

 Other income of $21,970 for the year ended December 31, 2024, relates to insurance refund received.

 Tax
expenses

 For
the year ended December 31, 2024, and for the period from March 16, 2023
(inception) through December 31, 2023, the tax expense is $Nil, due to net losses incurred during these periods. We do not carry any deferred
tax assets on the consolidated balance sheets as at December 31, 2024 and December 31, 2023, primarily due to net operating loss carry
forwards resulting from incurred net operating losses and full valuations allowance of those losses, as our ability to realize future
tax benefits related to these assets is largely dependent upon operational profitability, which is uncertain. As a result of this uncertainty,
we have established a full valuation allowance, and have not recognized a net provision or benefit for income taxes in the periods reported.

 Net
loss

 For
the year ended December 31, 2024, the Company incurred a net loss of $23,753,863 and for the period from March 16, 2023 (inception) through
December 31, 2023, the Company incurred a net loss of $3,793,585. Since the Company is yet to start commercial production of battery
grade lithium, the operating expenses are expected to increase, as the Company starts to recruit more personnel to perform general operational
tasks and set up the Facility and executed supply agreements.

 Liquidity
and Capital Resources

 Overview

 We
have devoted substantial efforts and financial resources to raising capital and organizing and staffing the Company, and as a
result, have incurred significant operating losses. As of December 31, 2024, and December 31, 2023, we had an accumulated deficit of
$52,618,948 and $3,793,585 respectively.

 We
have not earned any revenue and have been operating at a loss since inception. We have an accumulated deficit and stockholders'
deficit.

 Liquidity
Requirements

 Our
primary requirements for liquidity and capital are investment in new facilities, new technologies, working capital and general corporate
needs. Specifically, in this regard, the total refinery cost, which includes all direct and indirect costs and contingencies needed to
build the refinery, has been estimated at $1,165 million. We intend to finance our project cost through a mix of debt, equity and potential
government grants. We expect our operational expenditures to increase for the foreseeable future in connection with ongoing and future
activities. Specifically, expenditures will increase as we:

 Secure
 and build facilities;

 invest
 in research and development activities to advance the development of our technologies; and

 incur
 additional expenses associated with transitioning to, and operating as, a public company.

 Our
current and ongoing liquidity requirements will depend on many factors, including: our launch cadence, the timing and extent of spending
to support additional development efforts, the introduction of new and enhanced offerings, the continuing market adoption of our offerings,
the timing and extent of additional capital expenditures to invest in the development of our Facility. In addition,
we may, in the future, enter into arrangements to acquire or invest in complementary businesses, business offerings and technologies.
However, we do not have agreements or commitments to enter into any such acquisitions or investments at this time.

 Sources
of Liquidity and Going Concern

 We
have funded our operations with proceeds from sales of Legacy Stardust Power Common Stock, promissory notes, SAFE notes, debt
financing, equity financing and convertible equity agreements. To continue as a going concern, we anticipate funding our near-term
operations through the sale of equity securities, promissory notes, debt financing or from other capital sources. If adequate funds
are not available, we may be required to curtail, delay, or eliminate some or all of our planned activities, or raise additional
financing to continue to fund operations, and may not be able to continue as a going concern.

 Our
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,
has incurred net loss since inception of $ 52,618,948 and has stockholders' deficit of $19,385,784 as at December 31, 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.

 As discussed above:

 In
 October 2024, the Company entered into the Common Stock Purchase Agreement and the related
 Registration Rights Agreement with 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.

 In
 December 2024, the Company issued Term Sheets with various lenders and received cash proceeds
 of $3,550,000.

 In
 December 2024, the Company entered into binding term sheets with certain investors pursuant
 to which the Company has agreed to sell, and the Investors have agreed to purchase, Company
 securities for an aggregate amount of $550,000. The Company and each Investor have agreed
 to enter into a securities purchase agreement (the "Purchase Agreement") for
 the Private Placement as soon as practicable.

 Subsequent
 to the year end, the Company consummated a public offering and received aggregate gross proceeds
 from the Offering of approximately $5.75 million, before deducting placement agent fees and
 other offering expenses. Further, on March 16, 2025, pursuant to the Inducement Letter, the Company
received aggregate gross proceeds of $3.0 million from exercise of warrants, before deducting fees and other expenses.

 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 the issuance of equity or receive
additional borrowings to fund the Company's operating and investing activities over the next year. These 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.

 No
assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to
us. Even if we are able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing,
or cause substantial dilution for our stockholders, in the case of equity financing. Failure to secure adequate financing could have
a material adverse effect on the business, operations and financial performance of the Company.

 Promissory
notes

 In
March 2023, Legacy Stardust Power issued unsecured notes to three related parties. The notes payable provided the Company the ability
to draw up to $1 million in aggregate in the following timing: $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 semi-annual Federal rate, as established by the Internal
Revenue Service, which effectively was 3.71% for the period from March 2023, when the notes were drawn.

 As
of December 31, 2023, Legacy Stardust Power utilized the entirety of the available facilities, and $160,000 was payable by December 31,
2023, and $840,000 was payable by December 31, 2025. As of December 31, 2024, and December 31, 2023, the Company has repaid all of the
notes payable.

funding borrowing

 On
November 19, 2023, Legacy Stardust Power borrowed $80,800 from First Insurance Funding to finance its insurance
policies. The total of premium, taxes and fees aggregated to $101,000, of which an initial down payment of $20,200 was paid by Stardust
Power, and the balance financed through First Insurance Funding. The loan has an annual percentage rate of 8.25% and is payable in 10
installments through September 21, 2024. As at December 31, 2024, the loan was fully repaid.

 On
July 18, 2024, the Company entered into a financing agreement of $510,000 for the purchase of an insurance policy with AFCO
Insurance Premium Finance. The Company made a downpayment of $44,162, which was applied to the loan amount at the time of the loan
agreement. The debt is payable in monthly installments of $44,162 per month for eleven months. Payments include a stated interest
rate of 8.46% and are secured against a lien on the insurance policy.

 SAFE
notes and convertible notes

 On
June 6, 2023, Legacy Stardust Power received $2,000,000 in cash from a single investor and funded the August 2023 SAFE note on August
15, 2023. The funds were received from an unrelated third party, through its entity which is currently being managed under the purview
of an investment management agreement between them and VIKASA Capital Advisors, LLC (a related party) in consideration for which VIKASA
Capital Advisors, LLC is paid investment management fees.

 On
November 18, 2023, Legacy Stardust Power amended the August 2023 SAFE note (the "amended August 2023 SAFE note"), which introduced
a discount rate of 20% to (a) the lowest price per share of preferred stock sold in the preferred stock purchase, or (b) the listing
price of the Combined Company Common Stock upon consummation of a SPAC transaction or IPO. On November 18, 2023, Legacy Stardust Power
also entered into the November 2023 SAFE note for an aggregate amount of $3 million with the same investor under the same terms and conditions
as the amended August 2023 SAFE note. Each of the SAFE notes converted, immediately prior to the First Effective Time, into Legacy Stardust
Power Common Stock.

 On
February 23, 2024, Legacy Stardust Power signed the February 2024 SAFE note for an amount of $200,000. In accordance with the terms of
the February 2024 SAFE note, the SAFE notes converted into shares of Legacy Stardust Power Common Stock, immediately prior to the First
Effective Time on similar terms to the other SAFE notes.

 The
SAFE notes are classified as liabilities based on evaluating characteristics of the instruments and are presented at fair value as non-current
liabilities in the Company's consolidated balance sheet.

 The
SAFE notes provided Legacy Stardust Power an option to call for additional preferred stock up to 25,000,000 based on the contingent event
of SAFE note conversion and notice issued by the Stardust Power board of directors (the "Board"), and achievement of certain
milestones, for up to 42 months following such conversion. This feature was determined to be an embedded feature and is valued as part
of the liability value associated with the instrument as a whole. Additionally, the SAFE notes provided the investor certain rights upon
an equity financing, change in control or dissolution as described in Note 6 of the consolidated financial statements
of the Company. The estimated fair value of the SAFE notes considered the timing of issuance and whether there were changes in the various
scenarios since issuance. As of December 31, 2023, the fair value of the SAFE notes was $5,212,200 and were classified as a non-current
liability. The SAFE notes had no interest rate or maturity date, description of dividend and participation rights. The liquidation preference
of the SAFE 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 were not SAFE notes and/or pari preferred equity.

 On
March 21, 2024, Legacy Stardust Power entered into a financing commitment and equity line of credit agreement with AIGD. The agreement
replaced the above contingent commitment feature of the SAFE notes with granting Legacy Stardust Power an option to drawdown up an additional
$15,000,000 on terms similar to existing SAFE notes prior to the First Effective Time. On April 24, 2024, Legacy Stardust Power amended
and restated the August 2023 SAFE note and the November 2023 SAFE note. On May 1, 2024, Legacy Stardust Power amended and restated the
February 2024 SAFE note. These amendments clarified the conversion mechanism in connection with the Business Combination. In accordance
with the terms of the convertible equity agreements, immediately prior to the First Effective Time, the cash received pursuant to the
SAFE note agreements automatically converted into 636,916 shares of Combined Company Common Stock.

 On
April 24, 2024, Legacy Stardust Power entered into a convertible equity agreement for $2,000,000 with AIGD. Further, Legacy Stardust
Power entered into separate convertible equity agreements with other individuals for a total of $100,000 in April 2024, entered into
based on similar terms to the AIGD convertible equity agreement. In accordance with the terms of the convertible equity agreements, immediately
prior to the First Effective Time, the cash received pursuant to the convertible equity agreements automatically converted into 257,216
shares of Combined Company Common Stock.

 Short-term loans

 In December 2024, the Company entered into a
binding Term Sheet ("Term Sheet") with Endurance Antarctica Partners II, LLC ("Endurance"), a related party,
providing for a loan (the "Loan") in the aggregate principal amount of $1,750,000, bearing interest at a rate of 15% per
year, and maturing in March 2025 (the "Maturity Date"). The Term Sheet contained customary representations and
warranties and customary events of default. Pursuant to the Term Sheet, 5,500,000 shares of Company's Common Stock, owned by
Roshan Pujari, Chief Executive Officer of the Company, were pledged as collateral. In addition, the Company has agreed to issue to
Endurance $3,500,000 in Common Stock as an Equity Kicker, with the price of each share being determined based on terms per the
earlier to occur of (i) the consummation of a private placement offering of Company securities (in which case such issuance shall be
on no less favorable terms than the terms of such private placement) and (ii) the Maturity/ Repayment Date, provided that the
minimum number of shares of Common Stock shall be no less than 500,000 shares. In addition, Endurance will receive warrants
representing the right, exercisable within five years of the closing date, of up to 50% of Common Stock issued as Equity Kicker,
with each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 in accordance with the Private
Placement terms. Subsequent to year end, the Company has fully repaid the principal amount and accrued interest. The Company is yet
to issue the equity shares and warrants to Endurance as of the date of the issuance of the consolidated financial statements.

 In December 2024, the Company entered into
binding Term Sheets ("Term Sheets") with several lenders including DRE Chicago, LLC, a related party (collectively, the
"Lenders"), providing for loans (the "Loans") in the aggregate principal amount of $1,800,000, bearing
interest at a rate of 15% per year, and maturing in March 2025 (the "Maturity Date"). The proceeds of the Loans are
expected to be used by the Company for general corporate and working capital purposes. The Term Sheets contained customary
representations and warranties and customary events of default. Pursuant to the Term Sheets, an aggregate of approximately 3,400,000
shares of Company's Common Stock, owned by Roshan Pujari, Chief Executive Officer of the Company, were pledged as collateral.
In addition, the Company has agreed to issue to the Lenders an aggregate of $2,700,000 in Common Stock as an Equity Kicker, with the
price of each share being determined based on terms per the earlier to occur of (i) the consummation of a private placement offering
of Company securities (in which case such issuance shall be on no less favorable terms than the terms of such private placement) and
(ii) the Maturity/ Repayment Date, provided that the minimum number of shares of Common Stock issued to the Lenders shall be no less
than an aggregate of 360,000 shares. In addition, the Lenders will receive warrants representing the right, exercisable within five
years of the closing date, of up to 50% of Common Stock issued as Equity Kicker, with each whole warrant exercisable for one share
of Common Stock at an exercise price of $11.50 in accordance with the Private Placement terms. Subsequent to year end, the Company
has fully repaid the principal amount and accrued interest. The Company is yet to issue the equity shares and warrants to the
Lenders as of the date of the issuance of the consolidated financial statements.

 Cash
Flow

 Summary

 The
following table summarizes our cash flows for the periods presented:

 Year
ended
31, 2024

 Period
 from
 (inception)
 through

 Net
 cash used in operating activities

 $
 (9,719,714
)

 $
 (2,983,206
)

 $
 (6,736,508
)

 Net
 cash used in investing activities

 (4,791,363
)

 (301,974
)

 (4,489,389
)

 Net
 cash provided by financing activities

 14,151,827

 4,557,004

 9,594,823

 Net
 change in cash

 $
 (359,250
)

 $

 $
 (1,631,074
)

 Cash
Flows Used in Operating Activities

 For
the year December 31, 2024, net cash used in operating activities was $9,719,714, consisting of a $23,753,863 net loss,
adjusted for $15,515,723 non-cash charge for change in fair value of SAFE notes, convertible notes, investments, warrant
liability, earnout shares, stock based compensation, finance charges and depreciation and a $1,481,574 net change in operating
assets and liabilities, primarily driven by decrease of $1,433,575 in accounts payable and other current liabilities which
represent the various costs that are expected to be incurred as we set up operations during this period, and an increase of $47,999 in prepaid expenses.

 For
the period March 16, 2023 (inception) to December 31, 2023, net cash used in operating activities was $2,983,206, consisting of a $3,793,585 net loss, adjusted for $718,488 non-cash charge for change in fair value of SAFE notes, investments, charge
for SAFE note issuance costs, stock based compensation, and depreciation and $91,891 net change in operating assets and
liabilities, primarily driven by $518,388 in accounts payable and other current liabilities, due to related
parties and other current liabilities which primarily represent the various costs that are expected to be incurred as we set up
operations during this period partially offset by $426,497 prepaid expenses.

 Cash
Flows Used in Investing Activities

 For
the year ended December 31, 2024, net cash used in investing activities was $4,791,363, primarily representing $1,010,180 on account
of capital project costs related to construction of the refinery, $1,623,946 for land purchase, $1,600,000 on investment
in equity securities of IRIS Metals, $50,000 investments in other long-term
assets, $492,000 used in the promissory notes issued and $15,237 used for the purchase of computer and equipment. For the period March
16, 2023 (inception) to December 31, 2023, net cash used in investing activities was $301,974, primarily representing $100,000 on account
of capital project costs related to acquisition of land, $200,000 in investment of equity security in QXR, and $1,974 used for the purchase
of computer and equipment.

 Cash
Flows from Financing Activities

 For
the year ended December 31, 2024, net cash provided by financing activities was $14,151,827 related primarily to proceeds from closing of the Business Combination including issuance
of PIPE shares of $11,639,088, cash received from issuance of convertible notes of $2,100,000, proceeds from short-term loans from several
investors of $2,060,000, proceeds from short-term loan from related parties of $2,000,000, exercise of warrants of $1,561,655, proceeds
from PIPE of $425,000, proceeds from issuance of common stock of $260,927 and SAFE notes of $200,000, partially offset by deferred
Business Combination transaction costs of $4,167,323, repayment of sponsor promissory notes of $1,562,834, and repayment of short-term
loans of $324,415.

 For the period March 16, 2023
(inception) to December 31, 2023, net cash provided by financing activities was $4,557,004, related primarily to $5,000,000 proceeds from
SAFE notes issuance, $1,000,000 proceeds from issuance of notes payable to related parties, $72,967 proceeds from short-term loan and
$14,850 proceeds from early exercise of stock option awards, partially offset by payment of SAFE notes issuance cost to related parties
of $435,000, repayment of notes payable to related parties of $1,000,000 and payment of deferred transaction costs of $95,900. Additionally,
during the period, we drew down and repaid our notes payable to related parties.

 Operating
and Capital Expenditure Requirements

 The
Company has not earned any revenue and has been operating at a loss since inception. The Company has an accumulated deficit and stockholders'
deficit. These conditions raise substantial doubt about its ability to continue to finance operations over the next twelve months and
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 one year. Our intended capital requirements depend on many factors
including the capital expenditures required to set up our Facility, and undertake all activities necessary to start commercial production,
prices of capital equipment, and preliminary costs. In the future, it will depend on our expansion of acquiring new assets/sites to have
access and potential ownership of raw material. We may in the future enter into arrangements to acquire or invest in complementary businesses,
services and technologies, including intellectual property rights. We may be required to seek additional equity or debt financing. If
additional financing is required from outside sources, over and above what we are intending to raise currently, we may not be able to
raise it on acceptable terms or at all. If we are unable to raise additional capital when desired, our business, results of operations
and financial condition would be materially and adversely affected and may not be able to continue our intended operations as a going
concern.

 Commitments
and Contractual Obligations

 We
have entered into an engineering agreement with Primero USA, Inc. for $4,724,690 to provide a FEL-3 report. As at December 31, 2024,
the total performance pending to be performed and billed by Primero is $1,855,911. See Note 4 to our consolidated financial
statements included elsewhere in this Annual Report for additional details regarding other contractual obligations and commitments.
While the Company has not entered into any other binding commitments, other strategic partnerships are being evaluated which could
lead to future contractual obligations.

 Summary
of Critical Accounting Estimates

 We
believe that the following accounting policies and estimates involve a high degree of judgment and complexity. Accordingly, these
are the policies we believe are the most critical to aid in fully understanding and evaluating our consolidated financial condition
and results of our operations. See Note 2 to our consolidated financial statements appearing elsewhere in this Annual Report on Form
10-K for a description of our other significant accounting policies. The preparation of our consolidated financial statements in
conformity with U.S. GAAP requires us to make estimates and judgments that affect the amounts reported in those consolidated
financial statements and accompanying notes. Although we believe that the estimates, we use are reasonable, due to the inherent
uncertainty involved in making those estimates, actual results reported in future periods could differ from those
estimates.

 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. Legacy Stardust Power has deferred $1,005,109 of related costs incurred towards
proposed public offering which are presented within current assets in the consolidated balance sheet as at December 31, 2023. During
the year ended December 31, 2024, the Company deferred $6,496,114 of related costs incurred towards the 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.

 The
Company has deferred $116,121 of costs incurred towards potential follow-on offerings which is presented within current assets in the
consolidated balance sheet as at December 31, 2024. If the offering is terminated, the deferred
offering costs will be expensed.

 Income
Taxes

 Income
taxes are recorded in accordance with Accounting Standard Codification ("ASC") 740, "Income Taxes"
("ASC 740"), which provides for deferred taxes using an asset and liability approach. We recognize deferred tax assets
and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements
or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax
basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.
Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of
the deferred tax assets will not be realized. We account for uncertain tax positions in accordance with the provisions of ASC 740.
When uncertain tax positions exist, we recognize the tax benefit of tax positions to the extent that the benefit would more likely
than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely
than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and
circumstances. We recognize any interest and penalties accrued related to unrecognized tax benefits as income tax
expense.

 Earnout
Share Liability, SAFE Notes, and Convertible Notes

 We
account for the earnout share liability, SAFE notes, and convertible notes in accordance with the guidance in ASC 480, "Distinguishing
Liabilities from Equity" and ASC 815-40, "Derivatives and Hedging," whereby it is accounted for as a liability which
requires initial and subsequent measurements at fair value. This liability is subject to re-measurement at each balance sheet date until
a triggering event, equity financing, change in control or dissolution occurs, and any change in fair value is recognized in the Company's
consolidated statements of operations. The fair value estimate includes significant inputs not observable in market,
which represents a Level 3 measurement within the fair value hierarchy. The valuation uses probabilities considering pay-offs under various
scenarios as follows: (i) an equity financing where the SAFE notes and convertible note will convert into certain preferred stock; (ii)
a change in control where the SAFE note and convertible note holders will have an option to receive a portion of the cash and other assets
equal to the purchase amount; (iii) a dissolution event where the SAFE notes and convertible note holders will be entitled to the purchase
amount subject to liquidation priority and (iv) achievement of Combined Company Common Stock price targets, where the earnout share liability
will convert into certain number of shares of Common Stock. The value of the instrument is likely to vary significantly based on the
probability of each of the conversion scenarios that occurs, and management will reassess such probability at each reporting period.
These probabilities will ultimately be factored into the valuation of the instrument and will require third party valuation experts to
assist in the determination of this value. The changes in value of the instrument could impact the consolidated financial
statements materially and therefore constitute a critical estimate.

 Fair
Value of Common Stock

 Due
to the absence of an active market for our Common Stock prior to consummation of the business combination, and in accordance with the
American Institute of Certified Public Accounting and Valuation Guide, Valuation of Privately-Held Company Equity Securities Issued as
Compensation, the fair value of our Common Stock is estimated based on valuation carried out by third party appraisers and approved by
our Board based on current available information and after exercising reasonable judgment. This estimate requires significant judgment
and considers several factors, including:

 independent
 third-party valuations of our Common Stock;

 estimated
 probabilities of future liquidation scenarios;

 projected
 future cash flows provided by management;

 guideline
 public company information;

 discount
 rates;

 our
 actual operating and financial performance;

 current
 business conditions and projections;

 our
 stage of development;

 U.S.
 and global capital markets conditions; and

 expected
 volatility based on comparable public company stock performance over the time period being measured.

 Probability
weightings assigned to potential liquidity scenarios were based on management's expected near-term and long-term funding requirements
and assessment of the most attractive liquidation possibilities at the time of the valuation. In the most heavily weighted scenarios,
the enterprise valuation was calculated using a valuation approach based on a combination of the guideline public company approach, an
income approach analysis with an option pricing model and a cost approach, to determine the amount of aggregate equity value allocated
to our Common Stock.

 In
all scenarios, a discount for lack of marketability ("DLOM") was applied to arrive at a fair value of common shares. A DLOM
accounts for the lack of marketability of shares that are not publicly traded.

 Application
of these approaches and methodologies involves the use of estimates, judgment and assumptions that are complex and subjective, such as
those regarding our expected future revenue, expenses, operations and cash flows, discount rates, industry and economic outlook, and
the probability of and timing associated with potential future events. Changes in any or all estimates and assumptions or the relationships
between those assumptions impact our valuations as of each relevant valuation date and may have a material impact on the valuation of
our Common Stock. Estimates of the fair value of the Common Stock are used in the measurement of stock-based compensation. Following
the Business Combination, it is no longer necessary to determine the fair value of our business as the Stardust Power Common Stock is
now publicly traded.

Accounting Pronouncements

 See
Note 2 to our consolidated financial statements included elsewhere in this Annual report for additional details regarding
recent accounting pronouncements.

 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 Topic 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
accessed. The Company has a single, common management team and our cash flows are reported and reviewed with no distinct cash flows.

 Related
Party Transactions

Stardust Power entered into a service agreement with VCP, an affiliate of Roshen Pujari, 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 a total of $1,050,000.

 On
March 16, 2023, Legacy Stardust Power entered into a consulting agreement with 7636 Holdings LLC, which was subsequently amended on April
1, 2023. 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.

 For
the period from March 16, 2023 (inception) to December 31, 2023, Legacy Stardust Power incurred total consulting expenses of $980,000
to VCP, $180,806 to 7636 Holdings LLC and $171,213 to VIKASA Capital LLC. Other expenses that were incurred on behalf of Legacy Stardust
Power was $44,186, in aggregate, including $34,318 by VIKASA Capital LLC and $9,868 by VCP, respectively. As of December 31, 2023, no amounts were due to related parties of the Company.

the period from March 16, 2023 (inception) through December 31, 2023, Legacy Stardust Power entered into notes payable agreements for
$1,000,000 with related parties, including $750,000 with Energy Transition Investors LLC, $160,000 with VIKASA Clean Energy I LP and
$90,000 with Roshan Pujari. VIKASA Capital LLC facilitated the initial funding of the notes obtained on behalf of the related parties.
The same notes were repaid during the year ended December 31, 2023.

 On September 18, 2024,
the Company entered into a consulting agreement in the amount of $500,000 with DRE Chicago LLC, whose principal is Paramita Das. Ms.
Das was onboarded as the Chief Strategy Officer and Senior Advisor to CEO of the Company. Additionally, as discussed above, in
December 2024, the Company entered into a binding term sheet with DRE Chicago LLC and other lenders, providing for loan in the
principal amount of $250,000 to DRE Chicago, bearing interest at a rate of 15% per year, and maturing in March 2025 (the
"Maturity Date"). In addition, the Company has agreed to issue to DRE Chicago an aggregate of $375,000 in Common Stock
as an Equity Kicker. In addition, DRE Chicago will receive warrants representing the right, exercisable within five years of the
closing date, of up to 50% of Common Stock issued as Equity Kicker, with each whole warrant exercisable for one share of Common
Stock at an exercise price of $11.50 in accordance with the Private Placement terms. Subsequent to year end, the Company has fully
repaid the principal amount and the accrued interest. The Company is yet to issue the equity shares and warrants to DRE Chicago as
of the date of the issuance of the consolidated financial statements.

 As discussed above, in
December 2024, the Company entered into a binding term sheet with Endurance Antarctica Partners II, LLC ("Endurance"),
an affiliate of a director at the time and a shareholder, providing for a loan (the "Loan") in the aggregate principal
amount of $1,750,000, bearing interest at a rate of 15% per year, and maturing on March 2025 (the "Maturity Date"). In
addition, the Company has agreed to issue to Endurance $3,500,000 in Common Stock as an Equity Kicker. In addition, Endurance will
receive warrants representing the right, exercisable within five years of the closing date, of up to 50% of Common Stock issued as
Equity Kicker, with each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 in accordance with
the Private Placement terms. Subsequent to year end, the Company has fully repaid the principal amount and the accrued interest. The
Company is yet to issue the equity shares and warrants to Endurance as of the date of the issuance of the consolidated financial
statements.

 Private
 Warrants

 The Sponsor purchased from GPAC II an aggregate of
5,566,667 warrants at a price of $1.50 per warrant in a private placement that occurred simultaneously with the completion of the Company's
initial public offering (the "Private Warrants"). At the closing of the Business Combination, Stardust Power acquired the
net liabilities for GPAC II including the Private Warrants. Each Private Warrant entitles the holder to purchase one share of Common
Stock at $11.50 per share. At December 31, 2024 there were 5,566,667 Private Warrants outstanding. As at December 31, 2024, the fair
value of Private Warrants amounted to $1,308,166. The Company valued its Private Warrants based on the closing price of the Public Warrants
since they are similar instruments.

 Sponsor
Related Party Loans

 At
closing of the Business Combination, the Company acquired the liabilities for GPAC II including the sponsor working capital loan amounting
to $4,127,189. As part of the closing of the Business Combination, the Sponsor forgave a portion of the loan amounting to $2,564,355.
The Company repaid the balance of $1,562,834 on closing.

 Sponsor
Earnout Shares

 As
part of the closing of the Business Combination, the Company issued 1,000,000 shares to 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 Combined Company 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 Combined Company Common Stock price equals or exceeds $14.00 per share for a period of 20 trading days in a
30 trading day period. 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 December 31, 2024, the fair value of Sponsor Earnout Shares amounted
to $532,700.

Events

 See
Note 19 to our consolidated financial statements included elsewhere in this report for additional details regarding
subsequent events.

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Risk Framework

risk represents the risk of losses, or financial volatility, that may result from the change in value of our products due to fluctuations
in its market price. The scope of our market risk management policies and procedures includes all market-sensitive data related to input
and selling prices. We expect to be able to limit this risk by using third parties to finance acquisition of feedstock and logistics,
as required. We may enter into long-term arrangements for supply to limit impacts of market risk.

 The
Company's different types of market risk include:

rate risk

rate risk represents the potential volatility from changes in market interest rates. We are exposed to interest rate risk arising from
changes in the level and volatility of interest rates, changes in the slope of the yield curve, changes in credit spreads, and the rate
of prepayments on our interest-earning assets (e.g., inventories) and our funding sources (e.g., short-term financing) which finance
these assets. Project finance and loan facilities are a key component of our financing strategy. Volatility in the interest rate market
could impede our plans for growth.

 Liquidity
risk

 Liquidity
risk is the risk that we are unable to timely access necessary funding sources in order to operate our business, as well as the risk
that we are unable to timely divest securities that we hold in connection with our sales and trading activities. The Company has been
successful in equity financing in the past but there is no assurance that it will continue to be able to finance the Company with equity
financing. The Company does not have substantial credit lines for financing the Company.

 Credit
risk

 Credit
risk refers to the potential for loss due to the default or deterioration in credit quality of a counterparty, customer, borrower, or
issuer. The nature and amount of credit risk depends on the type of transaction, the structure and duration of that transaction and the
parties involved. Credit risk also results from an obligor's failure to meet the terms of any contract with us or otherwise fail
to perform as agreed. This may be reflected through issues such as settlement obligations or payment collections.

 Operational
risk

 The
success of our plan requires us to be able to operationally deliver on the project plan and timelines as projected by management. In
order to mitigate and control operational risk, we will develop policies and procedures that are designed to identify and manage operational
risk at appropriate levels throughout the organization. We will also have business continuity plans in place that we believe will cover
critical processes on a company-wide basis, and redundancies are built into our systems as we deem appropriate. These control mechanisms
will be designed to ensure that operational policies and procedures are being followed and that our various businesses are operating
within established corporate policies and limits. We are leveraging and intend to continue implementing established best practices for
our industry to reduce operational risk.

 Human
Capital Risk

 The
success of our business is dependent upon the skills, expertise, industry knowledge and performance of our employees. Human capital risks
represent the risks posed if we fail to attract and retain qualified individuals, particularly those having specialized technical knowledge
in the exploration, extraction, and purification of brine from varying sources to produce battery-grade lithium, and employees who are
motivated to serve the best interests of our clients, thereby serving the best interests of our Company. Attracting and retaining employees
depends, among other things, on our Company's culture, management, work environment, geographic locations and compensation. There
are risks associated with the proper recruitment, development and rewards of our employees to ensure quality performance and retention.
We offer competitive compensation and benefits to retain human capital, intend to offer educational opportunities to allow advancement,
and promote balance in work life conditions by offering hybrid work- from-home options.

 Legal
and regulatory risk

 Legal
and regulatory risk includes the risk of non-compliance with applicable legal and regulatory requirements and loss to our reputation
we may suffer as a result of failure to comply with laws, regulations, rules, related self-regulatory organization standards and codes
of conduct applicable to our business activities. We are generally subject to extensive regulation in the various jurisdictions in which
we conduct our business. We are in the process of setting up procedures that are designed to ensure compliance with applicable statutory
and regulatory requirements, such as public company reporting obligations, regulatory net capital requirements, sales practices, potential
conflicts of interest, anti-money laundering, privacy and recordkeeping. We will also establish procedures that are designed to require
that our policies relating to ethics and business conduct are followed.

Risk Exposure

Rate Risk

 As
of December 31, 2024, the Company did not have any significant risk for changes in interest rates.

 Credit
Risk

 We
are subject to credit risk with respect to our cash balances for those amounts in excess of the FDIC insured amount of $250,000. The
Company has only one financial banking institution.

 Inflation
Risk

 We
do not believe that inflation has had a material effect on our business, financial condition, or results of operations, other than its
impact on the general economy. However, we are currently operating in a more volatile inflationary environment due to macroeconomic conditions
and have limited data and experience doing so in our history, particularly as we continue to invest in growth in our business. The principal
inflationary factor affecting our business is higher costs. Our inability or failure to address challenges relating to inflation could
harm our business, financial condition, and results of operations.

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 Index to the Consolidated Financial Statements

 Page

 Report of Independent Registered Public Accounting Firm — PCAOB ID: 2983

 Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023

 Consolidated
 Statements of Operations for the year ended December 31, 2024 and for the period from March 16, 2023 (inception) to December 31,
 2023

 Consolidated
 Statements of Changes in Stockholders' Equity (Deficit) for the year ended December 31, 2024 and for the period from March 16,
 2023 (inception) to December 31, 2023

 Consolidated
 Statements of Cash Flows for the year ended December 31, 2024 and for the period from March 16, 2023 (inception) to December 31,
 2023

 Notes to the Consolidated Financial Statements

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and Stockholders of Stardust Power Inc. and Subsidiaries

 Opinion
on the consolidated financial statements

 We
have audited the accompanying consolidated balance sheets of Stardust Power Inc. and Subsidiaries (the Company) as of December 31, 2024
and 2023 and the related consolidated statements of operations, stockholders' deficit and cash flows for each of the years ended
December 31, 2024 and for the period from March 16, 2023 (inception) through December 31, 2023 and the related notes (collectively
referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material
respects, the financial position of the Company as of December 31, 2024 and December 31, 2023, and the results of its operations and
its cash flows for each of the year ended December 31, 2024 and for the period from March 16, 2023 (inception) through December
31, 2023, in conformity with accounting principles generally accepted in the United States of America.

 Substantial
doubt about the company's ability to continue as a going concern

 The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 2 to the consolidated financial statements, the Company has incurred losses during the year, has an accumulated deficit and stockholders'
deficit. 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. 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 conditions raise substantial doubt about its ability to continue as a going
concern. Management's plans in regard to these matters are also described in Note 2. The consolidated financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

 Basis
for opinion

 These
consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company
in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing
an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audits provide a reasonable basis for our opinion.

 /s/
 KNAV CPA LLP

 KNAV
CPA LLP

 We
have served as the Company's auditor since 2023.

 Atlanta,
Georgia

 March

 PCAOB
ID - 2983

 F- 1

 Stardust Power Inc. and
Subsidiaries

 CONSOLIDATED BALANCE SHEETS

 (all amounts in USD, except number of shares)

 As of December 31,

 2024

 2023

 ASSETS

 Current assets

 Cash

 $
 912,574

 $

 Prepaid expenses and other current assets

 606,331

 426,497

 Deferred transaction costs

 116,121

 1,005,109

 Promissory notes

 502,838

 -

 Total current assets

 $
 2,137,864

 $
 2,703,430

 Property and equipment, net

 1,755,947

 1,968

 Capital project costs

 3,320,403

 100,000

 Investment in equity securities

 Other long-term assets

 312,501

 -

 Total assets

 $
 9,023,137

 $
 3,023,954

 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 Current liabilities

 Accounts payable

 $
 10,264,117

 $
 1,256,792

 Accrued liabilities and other current liabilities

 4,722,687

 208,107

 Current portion of early exercised shares option liability

 1,814

 2,990

 Short-term loans from related parties (Note-16)

 5,875,000

 -

 Short-term loans

 4,133,552

 72,967

 Total current liabilities

 $
 24,997,170

 $
 1,540,856

 SAFE notes

 -

 Warrant liability

 2,451,237

 -

 Advance from PIPE investor

 425,000

 -

 Earnout liability

 -

 Early exercised shares option liability

 2,814

 5,660

 Total liabilities

 $
 28,408,921

 $
 6,758,716

 Commitments and contingencies (Note 4)

 -

 -

 Stockholders' equity (deficit)

 Preferred stock, $ 0.0001 par value, 100,000,000 and Nil shares authorized, Nil shares issued and outstanding as at December 31, 2024 and December 31, 2023

 -

 -

 Common stock, $ 0.0001 par value, 700,000,000 and 69,033,000 shares authorized, 47,736,279 and 41,499,772 shares issued and outstanding as at December 31, 2024 and December 31, 2023, respectively

 4,603

 4,023

 Additional paid-in capital

 33,228,561

 54,800

 Accumulated deficit

 ( 52,618,948
)

)

 Total stockholders' deficit

 $
 ( 19,385,784
)

 $
)

 Total liabilities and stockholders' deficit

 $
 9,023,137

 $
 3,023,954

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 2

 Stardust Power Inc. and
Subsidiaries

 CONSOLIDATED STATEMENTS
OF OPERATIONS

 (all amounts in USD, except
number of shares)

 Period
 from

 March 16, 2023 (inception) through

 Revenue

 $
 -

 $
 -

 and administrative expenses

 17,972,828

 2,675,698

 Operating
 Loss

 ( 17,972,828
)

 ( 2,675,698
)

 Other
 income (expenses)

 SAFE
 note issuance costs

 -

 ( 466,302
) 2

 Other
 transaction costs

 -

 ( 450,113
) 3

 income

 10,838

 -

 expense

 ( 50,454
) 4

 ( 7,828
) 4

 charge

 ( 7,579,713
) 5

 -

 in fair value of sponsor earnout shares

 4,076,200

 -

 in fair value of warrant liability

 ( 511,342
)

 -

 in fair value of investment in equity securities

 ( 322,134
)

 18,556

 in fair value of convertible notes

 ( 471,400
)

 -

 in fair value of SAFE notes

 ( 955,000
)

 ( 212,200
)

 Other income

 21,970

 -

 Total
 other expenses

 ( 5,781,035
)

 ( 1,117,887
)

 Net
 loss

 $
)

 $
)

 Net
 loss per share

 Basic

 $
 ( 0.55
)

 $
 ( 0.09
)

 Diluted

 $
 ( 0.55
)

 $
 ( 0.09
)

 Weighted
 average common shares outstanding

 Basic

 42,821,940

 40,396,516

 Diluted

 42,821,940

 40,396,516

 (1)

 related party amounts of $ 143,057
 and $ 797,019
 for the year ended December 31, 2024, and from March 16, 2023 (inception) to December 31, 2023, respectively.

 (2)

 related party amounts of $ Nil
 and $ 435,000
 for the year ended December 31, 2024, and from March 16, 2023 (inception) to December 31, 2023, respectively.

 (3)

 related party amounts of $ Nil
 and $ 100,000
 for the year ended December 31, 2024, and from March 16, 2023 (inception) to December 31, 2023, respectively.

 (4)

 related party amounts of $ 20,937
 and $ 7,111
 for the year ended December 31, 2024, and from March 16, 2023 (inception) to December 31, 2023, respectively.

 (5)

 related party amounts of $ 3,875,000
 and $ Nil
 for the year ended December 31, 2024, and from March 16, 2023 (inception) to December 31, 2023, respectively.

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 3

 CONSOLIDATED STATEMENTS
OF STOCKHOLDERS' EQUITY (DEFICIT)

 (all amounts in USD, except
number of shares)

 For the period from March 16, 2023 (inception) through December 31, 2023

 Common Stock

 Additional paid-in

 Accumulated

 Total
 Stockholder's

 Shares

 Amount

 capital

 Deficit

 Deficit

 Balance as at March 16, 2023 (inception)

 -

 $
 -

 $
 -

 $
 -

 $
 -

 Issuance of common stock

 9,000,000

 -

 -

 Retroactive application of recapitalization

 32,420,154

 4,052

 ( 4,052
)

 -

 -

 Balance as at March 16, 2023 (inception)

 41,420,154

 4,142

 ( 4,052
)

 -

 -

 -

 58,536

 -

 58,536

 Transfer from early exercised stock option liability on vesting

 -

 -

 -

 Issuance of common stock related to early exercised stock options

 2,278,108

 -

 -

 -

 -

 Repurchase of unvested early exercised common stock

 ( 920,448
)

 -

 -

 -

 -

 Repurchase of common stock

 ( 1,278,042
)

 ( 119
)

 -

 ( 3
)

 Net loss

 -

 -

 -

)

)

 Balance as at December 31, 2023

 41,499,772

 4,023

 54,800

)

)

 For the year ended December 31, 2024

 Common Stock

 Additional paid-in

 Accumulated

 Total
Stockholder's

 Shares

 Amount

 capital

 Deficit

 Deficit

 Balance as at December 31, 2023

 9,017,300

 $

 $
 58,736

 $
)

 $
)

 Retroactive application of recapitalization

 32,482,472

 3,936

 ( 3,936
)

 -

 -

 Balance as at December 31, 2023

 41,499,772

 4,023

 54,800

)

)

 Balance

 41,499,772

 4,023

 54,800

)

)

 Net loss

 -

 -

 -

)

)

 Stock based compensation (Note 8)

 -

 -

 9,750,511

 -

 9,750,511

 Issuance of common stock

 55,826

 268,992

 -

 268,998

 Synthetic at-the-market ("ATM") commitment fee

 63,694

 499,994

 -

 500,000

 Transfer from early exercised stock liability on vesting

 -

 2,325

 -

 2,355

 Repurchase of unvested early exercise stock options

 ( 255,686
)

 -

 -

 -

 -

 Shares issued upon exercise of common stock warrants

 135,796

 1,626,606

 -

 1,626,619

 Shares issued upon conversion of SAFE notes

 636,916

 6,367,136

 -

 6,367,200

 Shares issued upon conversion of convertible notes

 257,216

 2,571,374

 -

 2,571,400

 Issuance of common stock upon the reverse capitalization including PIPE financing, net of transaction costs

 5,342,745

 ( 5,483,454
)

 -

 ( 5,483,019
)

 Transaction costs

 -

 -

 ( 7,501,223
)

 -

 ( 7,501,223
)

 Merger Earnout shares (Note 3)

 -

 -

 25,071,500

 ( 25,071,500
)

 -

 Balance as at December 31, 2024

 47,736,279

 4,603

 33,228,561

 ( 52,618,948
)

 ( 19,385,784
)

 Balance

 47,736,279

 4,603

 33,228,561

 ( 52,618,948
)

 ( 19,385,784

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 4

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 (all amounts in USD, except
number of shares)

 Cash flows from operating activities:

 Net loss

 $
)

 $
)

 Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

 9,750,511

 58,536

 6,807,702

 -

 Synthetic ATM commitment fee

 500,000

 -

 Loss from change in fair value of common stock make-whole obligation

 272,011

 -

 Change in fair value of investment in equity securities

 322,134

 ( 18,556
)

 Change in fair value of SAFE notes

 955,000

 212,200

 Change in fair value of warrant liability

 511,342

 -

 Change in fair value of convertible notes

 471,400

 -

 Change in fair value of sponsor earnout shares

 ( 4,076,200
)

 -

 Depreciation expense

 1,823

 SAFE notes issuance costs

 -

 466,302

 Changes in operating assets and liabilities:

 Prepaid expenses and other assets

 ( 47,999
)

 ( 426,497
)

 Accounts payable

 ( 3,389,540
)

 310,281

 Accrued liabilities and other current liabilities

 1,955,965

 208,107

 Net cash used in operating activities

 $
 ( 9,719,714
)

 $
 ( 2,983,206
)

 Cash flows from investing activities:

 Capital project costs

 ( 1,010,180
)

 -

 Land acquisition costs

 ( 1,623,946
)

 ( 100,000
)

 Investment in equity securities

 ( 1,600,000
)

 ( 200,000
)

 Investment in other long-term assets

 ( 50,000
)

 -

 Purchase of property and equipment

 ( 15,237
)

 ( 1,974
)

 Promissory notes issued

 ( 492,000
)

 -

 Net cash used in investing activities

 $
 ( 4,791,363
)

 $
 ( 301,974
)

 Cash flows from financing activities:

 Proceeds from stock issuance, net of repurchases

 260,927

 Payment of equity issuance costs

 ( 32,601
)

 -

 Proceeds from early exercise of stock option awards

 -

 14,850

 Proceeds from investor for issuance of SAFE notes

 200,000

 5,000,000

 Proceeds from issuance of notes payable to related parties

 2,000,000

 1,000,000

 Repayment of notes payable to related parties

 -

 ( 1,000,000
)

 Proceeds from exercise of warrants

 1,561,655

 -

 Proceeds from issuance of convertible notes

 2,100,000

 -

 Deferred transaction costs paid

 ( 4,167,323
)

 ( 95,900
)

 Payment of issuance costs for SAFE notes to related parties

 -

 ( 435,000
)

 Proceeds from short-term loan

 2,060,000

 80,800

 Repayment of short-term loan

 ( 324,415
)

 ( 7,833

)

 Proceeds from advance received from PIPE investor

 425,000

 -

 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

 ( 7,670
)

 -

 Net
 cash provided by financing activities

 $
 14,151,827

 $
 4,557,004

 Net (decrease)/ increase in cash

 $
 ( 359,250
)

 $

 Cash at the beginning of the period

 -

 Cash at the end of the period

 $
 912,574

 $

 Supplemental disclosure for cash flow information:

 Interest paid

 $
 16,055

 $
 7,667

 Taxes paid

 3,173

 -

 Supplemental disclosure of non-cash investing and financing activities:

 Unpaid deferred transaction costs

 $
 3,354,121

 $
 909,209

 Unpaid amount for repurchase of unvested shares

 -

 6,003

 Conversion of legacy SAFE notes

 -

 Conversion of legacy convertible notes

 -

 Sponsor earnout share liability

 4,076,200

 -

 Issuance of common stock to Sponsor

 -

 Net liabilities assumed upon closing of business combination

 14,638,215

 -

 Issuance of common stock to non-redeeming shareholders

 -

 Unpaid SAFE note issuance costs

 -

 31,302

 Unpaid capital project costs

 2,310,223

 -

 Unpaid land purchase costs

 16,619

 -

 Commitment and other fees for synthetic ATM

 500,000

 -

 Unpaid finance charge related to common stock issuance to lenders

 567,031

 -

 Finance charge related to Equity Kicker

 6,200,000

 -

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 5

 NOTE
1 – DESCRIPTION OF THE COMPANY

 Nature
of Business

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
metric tpa of battery grade lithium.

 Business
Combination

 On
November 21, 2023, Stardust Power Operating Inc. 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.

 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.

 F- 6

 NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

 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 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. Upon the occurrence of a change in control, any remaining unvested Sponsor Earnout Shares become vested.

 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).

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

 Basis
of Presentation

 The
accompanying 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").

 The
consolidated balance sheet as of December 31, 2023, included herein was derived from the audited consolidated financial statements
of Legacy Stardust Power as of that date.

 The
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.

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

 Use
of Estimates

 The
preparation of 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 consolidated financial statements and accompanying notes. Those estimates and
assumptions include, but are not limited to, useful life of assets, realization of deferred tax assets, and fair valuation of
stock-based compensation, common shares purchase agreement, warrants, simple agreement for future equity notes (each a "SAFE
note"), convertible notes and sponsor 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 consolidated financial statements.

 F- 7

 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 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 $ 23,753,863 for the year ended December 31,
2024. The Company has an accumulated deficit of $ 52,618,948 and stockholders' deficit of $ 19,385,784 as of December 31, 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.

 As
of December 31, 2024, the Company has $ 912,574 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 (Refer to Note 3).

 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. During the year ended
December 31, 2024, the Company issued 55,826
common stock aggregating to net proceeds of $ 260,927
(Refer to Note 6).

 In
December 2024, the Company entered into binding Term Sheets ("Term Sheets") with
various lenders and received cash proceeds of $ 3,550,000 (Refer to Note 7).

 On
December 31, 2024, the Company entered into binding term sheets with certain investors pursuant to which the Company has agreed to
sell, and the Investors have agreed to purchase, Company securities for an aggregate amount of $ 550,000
(the "Private Placement"). The proceeds of the Private Placement are expected to be used by the Company for capital
expenditures, working capital and general corporate purposes. The Investors have agreed to purchase, and the Company has agreed to
issue and sell, up to $ 550,000
in shares of Company common stock, par value $ 0.0001
per share ("Common Stock") at a price equal to 95% of the closing bid price of the Common Stock on the last trading day
prior to the closing date for the Private Placement. In addition, each Investor will receive warrants representing the right,
exercisable within five years of the closing date, to purchase up to 50% of the shares of Common Stock purchased by such Investor in
the Private Placement, with each whole warrant exercisable for one share of Common Stock at an exercise price of $ 11.50
(the "Warrants"). As of December 31, 2024, the Company received proceeds of $ 425,000
from one of the investors and has accounted for this as Advance from PIPE investor for shares and warrants to be issued based on
purchase agreement to be entered on the consolidated balance sheet as of December 31, 2024.

 F- 8

 Subsequent
to the year end, the Company consummated a public offering (the "Offering") of an aggregate of (i) 4,792,000
 shares (the "Shares") of common stock,
par value $ 0.0001
 per share (the "Common Stock") and
(ii) Common Stock purchase warrants ("Common Warrants") to purchase up to 4,792,000
 shares of Common Stock (the "Common Warrant
Shares"). Each Share was sold at a public offering price of $ 1.20 and associated Common Warrant to purchase one (1) Common Warrant
Share was sold with an exercise price of $ 1.30.
The Company received aggregate gross proceeds from the Offering of approximately $ 5,750,400,
before deducting placement agent fees and other offering expenses. The Company intends to use the proceeds of the Offering primarily
for general corporate purposes and other business matters, as well to satisfy certain debts. Further, on March 16, 2025, pursuant to
the Inducement Letter, the investor agreed to exercise, for cash, the Common Warrants to purchase an aggregate of 4,792,000 shares of common stock at the exercise price of $ 0.62 per share in exchange for the Company's agreement to
issue to the investor a new common stock purchase warrant, to purchase up to 9,584,000
shares of common stock (the "Inducement Warrants," and the shares issuable upon exercise of the Inducement Warrants, the
"Inducement Warrant Shares").

 As
of the date on which these 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 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

 Significant
Risks and Uncertainties Including Business and Credit Concentrations

 The
Company is a newly incorporated company and has yet to construct its facility and commence production. As a result, the Company has
a limited operating history upon which to evaluate the business and future prospects, which subjects it to a number of risks and
uncertainties, including the ability to plan for and predict future growth. Since the Company's founding, and acquisition of
the land for the establishment of the facility, the Company has made significant progress towards site due diligence, engineering
and techno-economic analysis for assessing suitability of the land and location. The refinery designs, brine extraction and
transportation process of the facility, process configurations, and control system of the facility are representative of an
industrial-scale battery-grade lithium production facility.

 The
Company expects that it will need to raise additional capital to support its development and commercialization activities. Significant
risks and uncertainties to the Company's operations include failing to secure additional funding and the threat of other companies
developing and bringing to market similar technology at an earlier time than the Company.

 The
Company's cash balance is held at one financial institution. As such, as at December 31, 2024, cash held with the financial
institution exceeded federally insured limits.

 As
at December 31, 2024, the company had a promissory note receivable of $ 502,838 from two borrowers representing 23.5 % of total current
assets. These Notes carry an interest rate of 6 % per annum. The borrower's financial condition and repayment
ability are monitored regularly to mitigate credit risk.

 F- 9

 NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

 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 consolidated balance sheets as at December 31, 2023. During
the year ended December 31, 2024, the Company deferred $ 6,496,114 of related costs incurred towards the 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 year end, the Company consummated a public offering. The Company
has deferred $ 116,121 of costs incurred towards potential follow-on offerings which is presented within current assets in the consolidated
balance sheet as at December 31, 2024. If the offering is terminated, the deferred offering costs
will be expensed.

 Capital
Project Costs and Property and Equipment, net

 The
Company had 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 allowed 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 capitalized these payments as capital project costs as at
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.
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. On December 16, 2024, title to the land was transferred in the Company's name and the Company paid the remaining
balance of $ 1,497,949,
including transfer expenses of $ 2,585.
The Company capitalized an additional $ 75,950 as
land for costs incurred for obtaining permits and title. In addition to the above, the Company capitalized $ 3,320,403
towards capital project costs related to front-end loading and environmental studies done for setting up the refinery during the
year ended December 31, 2024. The construction of the Facility is still in progress and hence no
depreciation is charged on capital project costs.

 Property
and equipment, net is stated at cost less accumulated depreciation and accumulated impairment loss. The Company depreciates computer
and equipment using the straight-line method over the estimated economic useful lives of the asset, which are generally three
to five
years. Land is a non-depreciable asset and is stated at cost.

 Impairment
of Long-Lived Assets

 The
Company evaluates long-lived assets for possible impairment whenever events or circumstances indicate that the carrying amount of an
asset may not be recoverable. Recoverability of long-lived assets to be held and used is measured by a comparison of the carrying amount
of the asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset
exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount exceeds the fair
value of the asset. Fair value is estimated at the price that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement date.

 F- 10

 Fair
Value of Measurement

 ASC
820, "Fair Value Measurement", defines fair value as the amount at which an instrument could be exchanged in an orderly transaction
between market participants at the measurement date (the exit price). ASC 820 establishes a fair value hierarchy based on the inputs
used to measure fair value. The fair value hierarchy maximizes the use of observable inputs and minimizes the use of unobservable inputs
by requiring that the observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing
the asset or liability based on market data obtained from independent sources. Unobservable inputs reflect management's assumptions
that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.
There are three fair value hierarchies based upon the level of inputs that are significant to fair value measurement:

 Level
 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date
 for identical unrestricted assets or liabilities.

 Level
 2 – Observable inputs other than quoted prices included within Level 1 that are observable
 for the asset or liability, either directly or indirectly, including quoted prices for similar
 assets and liabilities in active markets; quoted prices for identical or similar assets and
 liabilities in markets that are not active; or other inputs that are observable or can be
 corroborated by observable market data by correlation or other means.

 Level
 3 – Prices or valuation techniques requiring inputs that are both significant to the
 fair value measurement and unobservable.

 The
categorization of a financial instrument within the fair value hierarchy is based upon the lowest level of input that is significant
to its fair value measurement. The Company's assessment of the significance of a particular input to the fair value measurement
in its entirety requires management to make judgements and consider factors specific to the asset or liability.

 The
Company's financial assets and liabilities are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. The carrying
amounts of certain financial assets and liabilities, including cash, other current assets, accounts payable and short-term loans approximate
fair value because of the short maturity and liquidity of those instruments.

 Income
Taxes

 The
Company records income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities
for the expected future tax consequences of events that have been recognized in the Company's consolidated financial statements
or tax returns. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for
the years in which those tax assets and liabilities are expected to be realized or settled. The Company nets the deferred tax assets
and deferred tax liabilities from temporary differences arising from a particular tax-paying component of the Company within the same
tax jurisdiction and presents the net asset or liability as long term. The effect on deferred tax assets and liabilities of a change
in tax rates is recognized in the consolidated statements of operations in the period that includes the enactment date. Valuation allowances
are provided when necessary to reduce deferred tax assets to the amount expected to be realized.

 The
Company recognizes tax benefits from uncertain tax positions if it is more likely than not that the tax position will be sustained
on examination by the taxing authorities based on the technical merits of the position. Although the Company believes that it has
adequately reserved for uncertain tax positions, the Company can provide no assurance that the final tax outcome of these matters
will not be materially different. The Company makes adjustment to these reserves when facts and circumstances change, such as the
closing of a tax audit or the refinement of an estimate. To the extent that the final outcome of these matters is different than the
amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and
could have a material impact on our financial condition and results of operations.

 The
Company elects to record interest accrued and penalties related to unrecognized tax benefits in the consolidated statements of operations
as a component of provision for income taxes.

 Investments
in Equity Securities

 Investments
in equity securities with readily determinable fair values are accounted in accordance with ASC 321, Investment in Equity
Securities. These investments are recorded at cost and subsequently measured at fair value with changes in fair value recognized in
the Company's consolidated statements of operations.

 F- 11

 NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

 SAFE
notes

 SAFE
notes represent instruments that provide a form of financing to the Company and possess characteristics of both a debt and equity instrument.
The Company accounts for the SAFE note in accordance with the guidance in ASC 480, "Distinguishing Liabilities from Equity"
and ASC 815-40, "Derivatives and Hedging". For the SAFE notes outstanding as of December 31, 2023, the Company first assessed
whether the instrument meets the definition of a liability under ASC 480. The SAFE note includes terms that would affect the conversion
of the note into shares based on the next round of financing. Since the instrument neither represents, nor is it indexed to an obligation
to repurchase its own shares, the instrument does not represent any conditional obligation to settle the fixed monetary amount of the
debt in a variable number of shares, the instrument is not a liability under ASC 480. The Company then assessed whether the instrument
represents either an equity, derivative or a liability instrument per the guidance under ASC 815-40 and noted that due to the contingent
settlement essentially representing a repayment of a fixed monetary amount, it would neither represent an instrument indexed to its own
equity nor would it meet the definition of a derivative. Therefore, the note would be accounted for as a liability which requires initial
and subsequent measurements at fair value. This liability is subject to re-measurement at each balance sheet date until a triggering
event, equity financing, change in control or dissolution occurs, and any change in fair value is recognized in the Company's consolidated
statements of operations.

 The
fair value estimate includes significant inputs not observable in market, which represents a Level 3 measurement within the fair
value hierarchy. The valuation uses probabilities considering pay-offs under various scenarios as follows: (i) an equity financing
where the SAFE notes will convert into preferred stock; (ii) a SPAC transaction or an initial public offering where the SAFE notes
will convert into common stock (iii) a change in control where the SAFE notes holders will have an option to receive a portion of
the cash and other assets equal to the purchase amount and (iv) dissolution event where the SAFE notes holders will be entitled to
the purchase amount subject to liquidation priority. Issuance cost incurred during the period March 16, 2023 (inception) to December 31, 2023,
were expensed as incurred and presented separately in the consolidated statements of operations.

 Warrant
Liabilities

 The
Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant's
specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity ("ASC 480"),
and ASC 815, Derivatives and Hedging ("ASC 815"). Management's assessment considers whether the warrants are
freestanding financial instruments pursuant to ASC 480, whether they meet the definition of a liability pursuant to ASC 480, and whether
the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the
Company's own common stock and whether the warrant holders could potentially require "net cash settlement" in a circumstance
outside of the Company's control, among other conditions for equity classification. This assessment, which requires the use of
professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period-end date while the warrants
are outstanding.

 Issued
or modified warrants that meet all of the criteria for equity classification are recorded as a component of additional paid-in
capital at the time of issuance. Issued or modified warrants that do not meet all the criteria for equity classification are
recorded as a liability at their initial fair value on the date of issuance and subject to remeasurement each balance sheet date
with changes in the estimated fair value of the warrants to be recognized as an unrealized gain or loss in the consolidated
statements of operations. Cost associated with issuing the warrants accounted for as liabilities are charged to consolidated
statements of operations when warrants are issued.

 Short-term
loans

 The
Company accounts for short-term loans, as a single liability measured at amortized cost. The carrying value of the liability equals the
proceeds received from the issuance of the loan agreements, accrued premium less debt issuance costs. See "Note 7 – Short-term loans" for additional information.

 F- 12

 Leases

 At
the inception of a contract, the Company performs an assessment whether the contract is, or contains, a lease. The assessment is based
on whether: (1) the contract involves the use of a distinct identified asset, (2) the Company obtains the right to substantially all
the economic benefit from the use of the asset throughout the term of the contract, and (3) the Company the right to direct the use of
the asset.

 Leases
are classified as either finance leases or operating leases. A lease is classified as a finance lease if any one of the following criteria
are met: (1) the lease transfers ownership of the asset by the end of the lease term, (2) the lease contains an option to purchase the
asset that is reasonably certain to be exercised, (3) the lease term is for a major part of the remaining useful life of the asset, (4)
the present value of the lease payments equals or exceeds substantially all of the fair value of the asset, or (5) the leased asset is
so specialized that the asset will have little to no value at the end of the lease term. A lease is classified as an operating lease
if it does not meet any one of the above criteria.

 Operating
and finance leases are recorded as right-of-use (ROU) assets and lease liabilities on the Company's consolidated balance sheets.
ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's
obligation to make lease payments arising from the lease. Operating and finance lease ROU assets and liabilities are initially recognized
based on the present value of lease payments over the lease term. In determining the present value of lease payments, the Company uses
the implicit interest rate if readily determinable. When the implicit interest rate is not readily determinable, the Company uses its
incremental borrowing rate, which is based on its collateralized borrowing capabilities over a similar term of the lease payments. When
using the incremental borrowing rate, the Company utilizes the consolidated group incremental borrowing rate. Lease expense for operating
lease payments is recognized on a straight-line basis over the lease term.

 The
Company has elected the practical expedient to account for lease and non-lease components as a single lease component. The Company has
also elected not to record right of use assets and associated lease liabilities on the consolidated balance sheet for leases that have
a term, including any reasonably assured renewal terms, of 12 months or less at the lease commencement date. The lease payments are recognized
for these short-term leases in the consolidated statements of operations on a straight-line basis over the lease term and variable lease
payments in the period in which the obligation for those payments is incurred.

 The
Company has entered into a lease agreement with Tower Lake LLC, for office space. The Company has not recognized any ROU asset and
lease liability pursuant to this lease as it is a short-term lease. The Company recorded rent expense of $ 31,242
and $ 24,425 for the year
ended December 31, 2024, and for the period from March 16, 2023 (inception) through December 31, 2023, respectively in the
consolidated statements of operations.

and Administrative Expenses

and administrative expenses primarily include compensation for employees, consultants, and advisors, legal and professional service fees,
utilities, travel and other general overhead costs to support the Company's operations.

 Advertising
Costs

 Advertising
costs are expensed as incurred and are included in general and administrative expenses, in accordance with ASC 720-35, "Other
Expenses – Advertising Cost".

 Other
Transaction Costs

 Other
transaction costs consist of $ Nil and $ 450,113 for the year ended December 31, 2024, and for the period from March 16, 2023 (inception)
through December 31, 2023, respectively, and relate to costs that represent fees and expenses associated with evaluation of potential
other merger opportunities that the Company ultimately did not execute.

 Organizational
Costs

 In
accordance with ASC 720, "Other Expenses", organizational costs, including accounting fees, legal and professional fees,
and costs of incorporation, are expensed as incurred. The Company has incurred $ 75,136 of set-up costs expensed in the consolidated statement
of operations for the period from March 16, 2023 (inception) through December 31, 2023, representing pre-incorporation expenses for legal
and professional consulting services related to start-up activities.

 Stock-Based
Compensation

 The
Company accounts for stock options, restricted share awards ("RSAs"), 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 is 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. At the election of the grantees, the stock options granted by the Company are early
exercisable at any time from the date of grant but are subject to a repurchase right, under which the Company may buy back any
unvested shares in the event of an employee's termination prior to full vesting at lower of original exercise price or fair
market value as on the date the Company delivers the Repurchase Notice. The consideration received for an early exercise of an
unvested option is considered as deposit of the exercise price and the related amount is recorded as a liability. The liabilities
are reclassified into common stock and additional paid-in capital as the awards vest. The shares are included in common stock on the
consolidated statements of stockholders' equity (deficit) as at December 31, 2024 and 2023, and are not included in the
calculation of basic net loss per share attributable to common stockholders for the year ended December 31, 2024, and for the period
from March 16, 2023 (inception) through December 31, 2023. However, the early exercised shares are included in calculation of
diluted net loss per share attributable to common stockholders for the year ended December 31, 2024, and for the period ended
December 31, 2023, to the extent they are not anti-dilutive.

 F- 13

 The fair value of RSUs awarded is based on the
closing price of the Company's common stock, as reported on Nasdaq 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 for RSUs will be recognized over the longer of the expected
achievement period for the service condition and market condition. 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
generally recognizes stock-based compensation expense for RSUs with only service condition on a straight-line basis over the vesting
term and RSUs /PSUs with service and market-based conditions, respectively, on graded vesting method over the vesting term.
 The Company accounts for forfeitures as they occur.

 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.

accounting pronouncements

 From
time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board ("FASB"), under its ASC or other standard
setting bodies, and adopted by the Company as of the specified effective date.

 Recently
adopted accounting pronouncements

 In
November 2023, the FASB issued Accounting Standard Update ("ASU") 2023-07, Segment Reporting (Topic 280), Improvements
to Reportable Segment Disclosures (ASU 2023-07). ASU 2023-07 improves reportable segment disclosure requirements, primarily through
enhanced disclosures about significant segment expenses. The guidance is effective for public business entities for fiscal years
beginning after December 15, 2023, and interim periods within fiscal years, beginning after December 15, 2024. Early application is
permitted. The guidance is to be applied retrospectively to all prior periods presented in the consolidated financial statements.
Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant
segment expense categories identified and disclosed in the period of adoption. The Company adopted the standard for the year ended
December 31, 2024, with disclosures included in Note 15 – Segment Reporting.

 Recently
Issued Accounting Pronouncements Not Yet Adopted

 With
the exception of those listed below, the Company has reviewed the accounting pronouncements issued during the year ended December 31,
2024, and concluded they were either not applicable or not expected to have a material impact on the Company's consolidated financial
statements.

 In
November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, which is referred to as ASU 2024-03.
ASU 2024-03 requires public entities to disclose detailed information about specific types of expenses included within the expense
captions presented on the face of the income statement. While ASU 2024-03 does not alter the presentation of expense captions on the
face of the income statement, it introduces requirements for disaggregating certain expense captions into specified categories
within the footnotes to the consolidated financial statements. ASU 2024-03 is effective for fiscal years beginning after December
15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently
evaluating the impact that ASU 2024-03 will have on its consolidated financial statements and accompanying footnotes.

 In
December 2023, FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires disaggregated
information about a reporting entity's effective tax rate reconciliation as well as additional information on income taxes
paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also
permitted for annual consolidated financial statements that have not yet been issued or made available for issuance. This ASU will
likely result in the required additional disclosures being included in our consolidated financial statements, once
adopted.

 F- 14

 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, " Accounting for Business Combinations ", 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.

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 $ 25,071,500 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:

OF ASSUMPTIONS UNDER THE MONTE CARLO MODEL

 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
 %

 F- 15

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

OF COMMON STOCK ISSUED AND OUTSTANDING

 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 17).

 (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 consolidated statements of cash flows and the consolidated statements of stockholders'
deficit for the year ended December 31, 2024:

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
)

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

 F- 16

 Sponsor
Earnout Shares

 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 statements of operations.

 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 December 31, 2024, the fair value of Sponsor Earnout Shares amounted to $ 532,700.

 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:

OF ASSUMPTIONS UNDER THE MONTE CARLO MODEL

 Market price of public stock

 $
 3.58

 Expected term (years)

 7.52 years

 Volatility

 65.00
 %

 Risk-free interest rate

 4.50
 %

 Dividend rate

 0.00
 %

 NOTE
4 – COMMITMENTS AND CONTINGENCIES

 Certain
conditions may exist as at the date the 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.

 F- 17

 On
March 13, 2024, Legacy Stardust Power and 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 February
28, 2025. 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 $ 179,877
 is outstanding as on December 31, 2024, and presented
as Promissory notes issued under current assets on the consolidated balance sheet. The Company is in active discussion in negotiating the terms for repayment and is evaluating multiple options including
a possible strategic investment.

 On March 15, 2024, Legacy Stardust Power and
Usha Resources Ltd. ("Usha Resources") entered into a non-binding Letter of Intent (the "Jackpot LOI"),
except for certain binding terms such as those relating to the exclusivity period until June 30, 2025, as extended, to acquire an
interest in Usha Resources' lithium brine project, situated in the United States. Usha Resources is an established lithium
developer with multiple projects in development. The Jackpot Lake Lithium Brine Project is a flagship asset of Usha Resources and is
a lithium brine asset located in the United States, comprising of 8,714 acres of property. The project is currently engaged in its
maiden drill program. The Jackpot LOI provides Stardust Power with the exclusive option to agree to acquire up to 90% of the
interests held by Usha Resources in the Jackpot Lake project, based on an indicative earn-in schedule. As part of a definitive
agreement, Stardust Power would be required to invest into the development of the Jackpot Lake project. 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. The Second Payment of $ 50,000 is
presented as Other long-term assets on the consolidated balance sheet as on December 31, 2024.

 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 $ 322,961 is outstanding
as on December 31, 2024, and presented as Promissory notes issued under current assets on the consolidated balance sheet.

 On
August 4, 2024, the Company entered into an engineering agreement (the "Primero Agreement") with Primero USA, Inc. ("Primero")
pursuant to which Primero agreed to provide certain engineering, design and consultancy professional services, including to assist in
procurement of major equipment, engage relevant third parties for construction and provide a Front End Loading-3 report of the Company's
Muskogee Lithium facility at Southside Industrial Park, in Muskogee, Oklahoma. The total amount due pursuant to the Primero Agreement,
assuming full performance, is approximately $ 4,724,690
 in the aggregate, subject to customary potential
adjustments. As at December 31, 2024, the total performance pending to be performed and billed by Primero is $ 1,855,911.

 Legal proceedings

 We
are also subject to certain routine legal and regulatory proceedings, as well as demands and claims that arise in the normal course of
our business. We make a provision for a liability relating to legal matters when it is both probable that a liability has been incurred
and the amount of the loss can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the
impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to
a particular matter. In our opinion, resolution of any pending claims (either individually or in the aggregate) is not expected to have
a material adverse impact on our consolidated results of operations, cash flows or financial position, nor is it possible to provide
an estimated amount of any such loss. However, depending on the nature and timing of any such dispute, an unfavorable resolution of a
matter could materially affect our future financial position, results of operations, or cash flows, or all in a particular period.

 F- 18

 NOTE
5 – BALANCE SHEET COMPONENTS

OF BALANCE SHEET COMPONENTS

 Prepaid expenses and other current assets

 Prepaid expenses

 $
 358,331

 $
 424,124

 Deposit

 246,235

 -

 Other current assets

 1,765

 2,373

 Total

 $
 606,331

 $
 426,497

 Property and equipment, net

 Land

 $
 1,740,565

 $
 -

 Computer and equipment

 17,211

 1,974

 Property and equipment, gross

 1,757,776

 1,974

 Accumulated depreciation

 ( 1,829
)

 ( 6
)

 Total

 $
 1,755,947

 $
 1,968

 Depreciation
expense was $ 1,823 and $ 6 for the year ended December 31, 2024, and for the period from March 16, 2023 (inception) through December
31, 2023, respectively.

 Other long-term assets

 Non-current portion of prepaid expense

 $
 262,501

 $
 -

 Long-term deposit

 50,000

 -

 Total

 $
 312,501

 $
 -

 Accounts payable

 Vendors

 $
 10,259,060

 $
 1,256,792

 Due to employees

 5,057

 -

 Total

 $
 10,264,117

 $
 1,256,792

 Accrued liabilities and other current liabilities

 Accrued expenses

 $
 1,787,985

 $
 151,284

 Capital market advisory fees

 1,500,000

 -

 Personnel related liabilities

 1,400,141

 56,823

 Accrued interest

 34,561

 -

 Total

 $
 4,722,687

 $
 208,107

 F- 19

 NOTE
6 – 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 consolidated balance sheet and 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 December 31, 2024, the Company had 47,736,279 shares of Common Stock issued and outstanding. Not reflected in the shares
issued and outstanding as of December 31, 2024, is approximately 618,626 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.

 Common
Stock Purchase Agreement

 On
October 7, 2024, the Company entered into a Common Stock Purchase Agreement and a Registration Rights Agreement (collectively
referred to as the "Purchase Agreement") with B. Riley Principal Capital II, LLC. Pursuant to
the Purchase Agreement, the Company has the right, in its sole discretion, to sell to B. Riley Principal Capital II, LLC up to the lesser of (i) $ 50.0 million
of newly issued shares of the Company's common stock, and (ii) the Exchange Cap (as defined below) (subject to certain
conditions and limitations), from time to time during the 36-month term of the Purchase Agreement. Under
the applicable NASDAQ rules, the Company may not issue to B. Riley Principal Capital II, LLC under the Purchase Agreement more than 9,569,701 shares of common
stock, which number of shares is equal to 19.99% of the common shares outstanding immediately prior to the execution of the Purchase
Agreement unless certain exceptions are met (the "Exchange Cap"). The purchase price of the shares of common stock will
be determined by reference to the VWAP of the common stock during the applicable
purchase date, less a fixed 3% discount to such VWAP. Additionally, B. Riley Principal Capital II, LLC cannot acquire shares that would result in its
beneficial ownership exceeding 4.99% of Stardust Power's outstanding shares. The Exchange Cap does not apply if the average share
price exceeds $7.7020 per share but will remain in place if this threshold is not met and stockholder approval is not
obtained. The Company evaluated this common stock purchase agreement to determine whether they should be accounted for considering
the guidance in ASC 815-40, "Derivatives and Hedging - Contracts on an Entity's Own Equity" ("ASC 815-40")
and concluded that it is an equity-linked contract that does not qualify for equity classification, and therefore requires fair value
accounting as a derivative. The Company has analyzed the terms of the freestanding purchased put right and has concluded that it had insignificant
value as of December 31, 2024.

 Upon
executing the Purchase Agreement and Registration Rights Agreement, the Company also issued 63,694 shares
of Common Stock called Commitment Shares to B. Riley Principal Capital II, LLC as a consideration for this agreement. These shares,
valued at $ 7.85 each
(based on Nasdaq's closing price on October 4, 2024), represent 1.0% of B. Riley Principal Capital II, LLC's $ 50 million
purchase commitment under the agreement. The cost of this on the effective date of the purchase agreement was $ 500,000
and is a component of finance charges in the accompanying consolidated statements of operations. Regarding the aforementioned
commitment shares, the Purchase agreement specifies the following:

 a)
 If
 B. Riley Principal Capital II, LLC's resale of the Commitment Shares yields less than $ 500,000
 by
 specified dates, the Company may need to pay up to $ 500,000
 in
 cash ("make-whole" payment)

 b)
 No
 cash payment will be made if B. Riley Principal Capital II, LLC's net proceeds from reselling the shares meet
 or exceed $ 500,000.

 c)
 If
 B. Riley Principal Capital II, LLC's resale proceeds exceed $ 500,000,
 it will pay the Company 50% of the amount above $ 500,000.

 Under
the terms of the Purchase Agreement, if the aggregate proceeds received by B. Riley Principal Capital II, LLC from its resale of the Commitment Shares is less
than $ 500,000 then, upon notice by B. Riley Principal Capital II, LLC, the Company must pay the difference between $ 500,000, and the aggregate proceeds received
by B. Riley Principal Capital II, LLC from its resale of the Commitment Shares. On December 31, 2024, the fair market value of the Commitment Shares was $ 227,989.
Therefore, the Company's make-whole obligation was $ 272,011, and this amount was recorded in Accrued expenses and other current
liabilities in the accompanying consolidated balance sheet as at December 31, 2024. The change in the fair value of the make-whole obligation
is recorded as a component of finance charges in the accompanying consolidated statements of operations for the year ended December 31,
2024.

 The
Company agreed to reimburse B. Riley Principal Capital II, LLC an amount of $ 75,000
 for legal fees related to the Purchase and Registration
Rights Agreements, with $ 25,000
 paid upfront and $ 50,000
 withheld by B. Riley Principal Capital II, LLC from 50 %
of the purchase price of shares acquired in initial and subsequent purchases under the agreement until the full amount is covered. If
the $ 50,000
 is not fully withheld by December 31, 2024, or
upon agreement termination, the Company must pay the remaining balance in cash. Additionally, the Company will reimburse up to $ 5,000
 per fiscal quarter for B. Riley Principal Capital II, LLC's legal
fees related to due diligence and related matters.

 The
Company issued 55,826
shares of Common Stock through December 31, 2024, aggregating
to net proceeds of $ 260,927
under the Common Stock Purchase Agreement.

 F- 20

 NOTE
7 – SHORT-TERM LOAN

funding borrowing

 On
July 18, 2024, the Company entered into a financing agreement of $ 510,000
 for the purchase of an insurance policy with
AFCO Insurance Premium Finance. The Company made a downpayment of $ 44,162,
which was applied to the loan amount at the time of the loan agreement. The debt is payable in monthly installments of $ 44,162 per month
for 11 months. Payments include a stated interest rate of 8.46 %
and are secured against a lien on the insurance
policy. The carrying amount of $ 258,552
 is included as Short-term Loan Liability on the accompanying consolidated balance sheet as on December 31, 2024. The Company recognized
interest expense of $ 14,876
 on the accompanying consolidated statement of operations for the year ended December 31, 2024.

 On
November 19, 2023, the Company entered into a financing agreement of $ 80,800
 for the purchase of an insurance policy with
First Insurance Funding. The debt is payable in monthly installments of $ 8,389 per month for 10 months. Payments include a stated interest
rate of 8.25 %
and are secured against lien on the insurance
policy. The carrying amount of $ Nil and $ 72,967 is included as short-term loan liability on the accompanying consolidated balance
sheet as on December 31, 2024, and December 31, 2023, respectively. The Company recognized interest expense of $ 2,369 and $ 717 on the
accompanying consolidated statements of operations for the year ended December 31, 2024, and for the period from March 16, 2023 (inception)
through December 31, 2023.

 Other short-term loans

 In December 2024, the Company entered into a
binding Term Sheet ("Term Sheet") with Endurance Antarctica Partners II, LLC ("Endurance"), a related party,
providing for a loan (the "Loan") in the aggregate principal amount of $ 1,750,000,
bearing interest at a rate of 15 %
per year, and maturing in March
2025 (the "Maturity Date"). The Term Sheet contained customary representations and warranties and customary
events of default. Pursuant to the Term Sheet, 5,500,000 shares
of Company's Common Stock, owned by Roshan Pujari, Chief Executive Officer of the Company, were pledged as collateral. In
addition, the Company has agreed to issue to Endurance $ 3,500,000 in
Common Stock as an Equity Kicker, with the price of each share being determined based on terms per the earlier to occur of (i)
the consummation of a private placement offering of Company securities (in which case such issuance shall be on no less favorable
terms than the terms of such private placement) and (ii) the Maturity/ Repayment Date, provided that the minimum number of shares of
Common Stock shall be no less than 500,000 shares. The Company recorded the
short-term loan as a liability and evaluated embedded features in accordance with the accounting guidance and determined that
bifurcation is not required for any embedded feature. By
analyzing the economic characteristics of the Equity Kicker terms, the unconditional obligation to transfer variable number of
shares where the monetary value of the obligation is a fixed monetary amount known at inception is akin to a traditional debt
arrangement with a principal of $ 1,750,000, which will be settled in cash along with a premium of $ 3,500,000 in the form of variable
number of shares. The Equity Kicker $ 3,500,000 was triggered by the private placement that occurred on December 31, 2024. Upon such
occurrence, the Company has recorded the accretion impact of this premium of $ 3,500,000 as finance charges in the consolidated
statements of operations for the year ended December 31, 2024, and has reported the obligation (which will be settled through
issuance of variable number of shares) as short-term loan. In addition, Endurance will receive warrants representing the right, exercisable
within five years of the closing date, of up to 50% of Common Stock issued as Equity Kicker, with each whole warrant exercisable for
one share of Common Stock at an exercise price of $11.50 in accordance with the Private Placement terms. Subsequent
to year end, the Company has fully repaid the principal amount and accrued interest. The Company is yet to issue the equity shares
and warrants to Endurance as of the date of the issuance of the consolidated financial statements.

 In December 2024, the Company entered into
binding Term Sheets ("Term Sheets") with several lenders including DRE Chicago LLC, a related party (collectively, the
"Lenders"), providing for loans (the "Loans") in the aggregate principal amount of $ 1,800,000,
bearing interest at a rate of 15 %
per year, and maturing in March
2025 (the "Maturity Date"). The proceeds of the Loans are expected to be used by the Company for general
corporate and working capital purposes. The Term Sheets contained customary representations and warranties and customary events of
default. Pursuant to the Term Sheets, an aggregate of approximately 3,400,000
shares of Company's Common Stock, owned by Roshan Pujari, Chief Executive Officer of the Company, were pledged as collateral. In
addition, the Company has agreed to issue to the Lenders an aggregate of $2,700,000 in Common Stock as an Equity Kicker, with the
price of each share being determined based on terms per the earlier to occur of (i) the consummation of a private placement offering
of Company securities (in which case such issuance shall be on no less favorable terms than the terms of such private placement) and
(ii) the Maturity/ Repayment Date, provided that the minimum number of shares of Common Stock issued to the Lenders shall be no less
than an aggregate of 360,000 shares. The Company recorded the short-term loan as a liability and evaluated embedded features in
accordance with the accounting guidance and determined that bifurcation is not required for any embedded feature. By analyzing the
economic characteristics of the Equity Kicker terms, the unconditional obligation to transfer variable number of shares where the
monetary value of the obligation is a fixed monetary amount known at inception is akin to a traditional debt arrangement with a
principal of $ 1,800,000,
which will be settled in cash along with a premium of $ 2,700,000 in
the form of variable number of shares. The Equity Kicker $ 2,700,000 was
triggered by the private placement that occurred on December 31, 2024. Upon such occurrence, the Company has recorded the accretion
impact of this premium of $ 2,700,000 as
finance charges in the consolidated statements of operations for the year ended December 31, 2024, and has reported the obligation
(which will be settled through issuance of variable number of shares) as short-term loan. In addition, the Lenders will receive
warrants representing the right, exercisable within five years of the closing date, of up to 50% of Common Stock issued as Equity
Kicker, with each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 in accordance with the
Private Placement terms. Subsequent to year end, the Company has fully repaid the principal amount and accrued interest. The
Company is yet to issue the equity shares and warrants to the Lenders as of the date of the issuance of the consolidated financial
statements.

 F- 21

 The
Company recognized interest expense of $ 33,208 towards other short-term loans on the accompanying consolidated statements of operations for
the year ended December 31, 2024.

 The
following table summarizes the Company's outstanding short-term loan arrangements:

OF SHORT TERM LOAN ARRANGEMENTS

 Insurance funding loan

 $
 258,552

 $
 72,967

 Short-term loans from related parties (See Note 16)

 5,875,000

 -

 Other short-term loans

 3,875,000

 -

 Total

 $
 10,008,552

 $
 72,967

 NOTE
8 – STOCK BASED COMPENSATION

 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, Inc. consolidated 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 December 31, 2023, and year ended December 31, 2024, the stock-based compensation
expense impact is insignificant. As at December 31, 2024, 62,706 outstanding shares had not vested and the weighted average remaining
contractual period of the unvested restricted stock is 0.25 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 December 31, 2024 and December 31, 2023.

 F- 22

 Restricted
stock activity for the year ended December 31, 2024, and balances as at the end of December 31, 2024, were as follows:

 SCHEDULE OF RESTRICTED STOCK ACTIVITY

 Common Stock

 Number of shares outstanding

 Weighted Average Grant-Date Fair Value

 Weighted average remaining contractual life (Years)

 Unvested as of December 31, 2023

 313,528

 $
 0.000002

 -

 -

 ( 250,822
)

 0.000002

 Forfeited or cancelled

 -

 -

 Unvested as of December 31, 2024

 62,706

 $
 0.000002

 0.25

 2023
Equity Incentive Plan

 At
March 16, 2023, 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 year ended December 31, 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 December 31, 2023, there were no grants under the 2023 Equity
Incentive Plan.

 Stock
Options

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'.

the year ended December 31, 2024, the Company repurchased 25,575 unvested shares that were granted to a consultant and 230,112 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 $ 4,628 and $ 8,650 is outstanding as at December 31, 2024, and December 31, 2023, respectively,
and is presented under 'Early exercised shares option liability' on the consolidated balance sheet.

 F- 23

 Stock
option activity for the year ended December 31, 2024, and balances as at the end of December 31, 2024 were as follows:

 SCHEDULE OF STOCK OPTION ACTIVITY

 Stock Options

 Number of options

 Weighted Average Grant-Date Fair Value

 Weighted average remaining contractual life (Years)

 Aggregate Intrinsic Value

 Unvested as of December 31, 2023

 1,326,982

 $
 0.57

 3.49

 $
 7,998,367

 -

 -

 ( 361,303
)

 0.57

 Forfeited

 ( 255,687
)

 0.60

 Unvested as of December 31, 2024

 709,992

 $
 0.56

 2.58

 $
 2,537,156

 The
total compensation expense for stock options recognized in the General and administrative expenses of the Company's
consolidated statements of operations was $ 177,942
and $ 58,536
for the year ended December 31, 2024, and the period from March 16, 2023 (inception) through December 31, 2023, respectively.

 As
at December 31, 2024, total unvested compensation cost for stock options granted to employees not yet recognized was $ 386,927. The Company
expects to recognize this compensation over a weighted average period of approximately 2.58 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

 %

 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.

 F- 24

 Restricted
Stock Units

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 year ended December 31, 2024, using a graded vesting
method over the requisite service period.

 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 year ended December 31, 2024, and balances as at the end of December 31, 2024, were as follows:

 SCHEDULE OF RESTRICTED STOCK ACTIVITY

 Number of
 shares

 Weighted
 Average
 Grant-Date
 Fair Value

 Unvested as at December 31, 2023

 -

 $
 -

 2,024,985

 8.80

 ( 502,411
)

 8.67

 Forfeited

 ( 517,752
)

 9.17

 Unvested as at December 31, 2024

 1,004,822

 $
 8.67

 The
total compensation expense for RSUs recognized in the General and administrative expenses of the Company's consolidated
statements of operations was $ 6,789,594
and $ Nil
for the year ended December 31, 2024, and the period from March 16, 2023 (inception) through December 31, 2023,
respectively.

 The
total fair value of RSU's vested during the year ended December 31, 2024, was $ 4,356,440. As at December 31, 2024, total unvested
compensation cost for RSUs granted to employees not yet recognized was $ 5,314,982. The Company expects to recognize this compensation
over a weighted average period of approximately 2.47 years.

 In October 2024, one of the employees
transitioned to a consultant role, under a Consulting Agreement. A Service Provider Letter dated November 27, 2024, confirmed his
continued status under the Equity Incentive Plan. On December 31, 2024, his consulting agreement was terminated. Following the
termination on December 31, 2024, as part of his severance benefits, 172,584
RSUs that were scheduled to vest on March 15, 2025, which otherwise would have been forfeited upon separation, were accelerated with
vesting as on December 31, 2024.

 The Company determined that the acceleration of the unvested units constituted a Type III modification in accordance
with ASC 718, since the expectation of the award vesting changed from improbable to probable, which resulted in a new measurement of compensation
cost. For the year ended December 31, 2024, the acceleration resulted in the recognition of $ 617,851 of stock-based compensation expense
using the reassessed fair value on the modification date and a reversal of $ 1,190,220 in stock-based compensation expense for previously
recognized expense using the original grant date fair value.

 F- 25

 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.

 During the year ended December 31, 2024, the Company granted (a) 1,524,296 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.

 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.

 F- 26

 RSU
activity for the year ended December 31, 2024, and balances as at the end of December 31, 2024, were as follows:

 SCHEDULE OF RESTRICTED STOCK ACTIVITY

 Number of shares

 Weighted
 Average
 Grant-Date
 Fair Value

 Unvested as at December 31, 2023

 -

 $
 -

 1,598,296

 11.52

 ( 116,215
)

 11.62

 Forfeited

 -

 -

 Unvested as at December 31, 2024

 1,482,081

 $
 11.51

 The
total compensation expense for RSUs recognized in the General and administrative expenses of the Company's consolidated
statements of operations was $ 2,450,003
and $ Nil
for the year ended December 31, 2024, and the period from March 16, 2023 (inception) through December 31, 2023, respectively.

 The
total fair value of RSU's vested during the year ended December 31, 2024, was $ 1,350,418. As at December 31, 2024, total unvested
compensation cost for RSUs granted to employees and non-employee directors not yet recognized was 6,323,682. The Company expects to recognize
this compensation over a weighted average period of approximately 2.69 years.

 As
at December 31, 2024, total unvested compensation cost for RSUs granted to the consultants not yet recognized was $ 9,637,715. We expect
to recognize this compensation over a period of approximately 3.71 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:

 SCHEDULE OF ESTIMATED GRANT DATE FAIR VALUE OF PSU

 Assumptions

 Fair value of Common Stock

 $
 11.62

 Selected volatility

 %

 Risk-free interest rate

 3.42
 %

 Contractual terms (years)

 3.0

 PSU
activity for the year ended December 31, 2024, and balances as at the end of December 31, 2024, were as follows:

OF PERFORMANCE SHARES UNITS ACTIVITY

 Number of shares

 Weighted
 Average
 Grant-Date
 Fair Value

 Unvested as at December 31, 2023

 -

 $
 -

 506,596

 6.73

 -

 -

 Forfeited

 -

 -

 Unvested as at December 31, 2024

 506,596

 $
 6.73

 The
total compensation expense for PSUs recognized in the General and administrative expenses of the Company's consolidated
statements of operations was $ 332,971
and $ Nil
for the year ended December 31, 2024, and the period from March 16, 2023 (inception) through December 31, 2023, respectively.

 As
at December 31, 2024, total unvested compensation cost for PSUs granted to employees not yet recognized was $ 3,077,636. The Company
expects to recognize this compensation over a weighted average period of approximately 2.71 years.

 F- 27

 NOTE
9 – ACCOUNTING FOR WARRANT 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 December 31, 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 December 31, 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 December 31, 2024 and Nil Public and Private Placement
Warrants outstanding at December 31, 2023. During the year ended December 31, 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 (60 th) 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 (61 st)
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.

 F- 28

 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.

 The
following tables present information about the Company's warrant liabilities that are measured at fair value on a recurring basis
at December 31, 2024 and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

OF WARRANT LIABILITIES THAT ARE MEASURED AT FAIR VALUE ON A RECURRING BASIS

 Description

 At December 31,
 2024

 Quoted price in active markets
 (level 1)

 Significant other observable input
 (level 2)

 Significant other unobservable input
 (level 3)

 Warrant liabilities

 Public warrants

 $
 1,143,071

 $
 1,143,071

 $
 -

 $
 -

 Private placement warrants

 1,308,166

 -

 1,308,166

 -

 Warrant liability

 $
 2,451,237

 $
 1,143,071

 $
 1,308,166

 $
 -

 At
December 31, 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 year ended December 31, 2024.

 NOTE
10 – INVESTMENT IN EQUITY SECURITIES

 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 December 31, 2024. Further, no material expenses have been incurred towards the feasibility studies
during the year ended December 31, 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 consolidated
statements of operations. Accordingly, the investment in these securities has been recorded at cost at initial recognition and at fair
value of $ 34,707 and $ 218,556 as at December 31, 2024 and December 31, 2023, respectively. The Company recognized a loss of $ 183,849
 for the year ended December 31, 2024, and a gain of $ 18,556 for the period from March 16, 2023 (inception) to December 31, 2023, due
to change in fair value of securities in the consolidated statements of operations. Further, this investment in securities has been disclosed
outside of current assets on the 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.

 F- 29

 In
December 2024 Stardust Power subscribed to and purchased 10,000,000
 ordinary shares (approximately 6 %
of the total equity) of IRIS Metals Limited (IRIS Metals), an Australian limited company whose ordinary shares are listed on the Australian
securities exchange ("ASX") for $ 1,600,000.
 This
investment in the ordinary shares of IRIS Metals allows the Company to explore strategic partnership with, or investment in, IRIS Metals,
including without limitation, a commercial off take arrangement for battery grade lithium production, financing or other investments
in IRIS Metals or its affiliates. No formal off take agreement has been executed as at December 31, 2024. Further no material expenses
have been incurred towards due diligence during the year ended December 31, 2024. All
cost associated would be expensed as incurred. The Company neither has a controlling financial interest nor does it exercise significant
influence over IRIS Metals. Accordingly, the investment in IRIS Metals' ordinary shares does not result in either the consolidation
or application of equity method of accounting for the Company. Additionally, the Company has the option to acquire a second tranche of
 10,000,000
 shares on similar terms as the initial investment,
plus 20,000,000
 free attaching warrants to acquire ordinary shares
of IRIS Metals at an exercise price of $ 0.40
 per share. This second tranche investment is
subject to approval by the Company and IRIS Metals shareholders and other conditions precedent.

 IRIS
Metals' ordinary shares are listed on the ASX with a readily determined fair value and change in the fair value is recognized
in the consolidated statements of operations. Accordingly, the investment in these securities has been recorded at cost at initial recognition
and at fair value of $ 1,461,715 as at December 31, 2024.The company recognized a loss of $ 138,285 for the year ended December 31, 2024,
due to change in fair value of securities in the consolidated statements of operations. Further, this investment in securities has been
disclosed outside of current assets on the 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.

 NOTE
11 – SIMPLE AGREEMENT FOR FUTURE EQUITY (SAFE NOTES)

 On
June 6, 2023, Legacy Stardust Power received $ 2,000,000 in cash from a single investor and funded a SAFE note on August 15, 2023. The
funds were received from an unrelated third party, through its entity which is currently being managed under the purview of an investment
management agreement between them and VIKASA Capital Advisors, LLC (a related party) in consideration for which VIKASA Capital Advisors,
LLC is paid-investment management fees.

 On
November 20, 2023, Legacy Stardust Power received an additional $ 2,000,000 in cash from a single investor, which, along with the $ 1,000,000
deposit received in September 2023, funded a new $ 3,000,000 SAFE note. On February 23, 2024, the Company entered into a third SAFE note
and received an additional $ 200,000 in cash from a single investor.

 The
SAFE notes were classified as a liability based on evaluating characteristics of the instrument and is presented at fair value as a non-current
liability in the Company's consolidated balance sheets. The SAFE notes provide the Company an option to call for additional preferred
stock up to $ 25,000,000 based on the contingent event of SAFE note conversion and notice issued by the Board, and achievement of certain
milestones, for up to 42 months following such conversion. This feature was determined to be an embedded feature and is valued as part
of the liability value associated with the instrument as a whole. The terms for SAFE notes were amended on November 18, 2023 for both
the original and new issuance to introduce a discount rate of 20 % to the lowest price per share of preferred stock sold or the listing
price of the Company's Common Stock upon consummation of a SPAC transaction or IPO. Additionally, the SAFE notes provide the investor
certain rights upon an equity financing, change in control or dissolution.

 On
March 21, 2024, Legacy Stardust Power entered into a financing commitment and equity line of credit agreement with American Investor
Group Direct LLC ("AIGD"). The agreement replaced the above contingent commitment feature of the SAFE notes, granting the
Company an option to drawdown up to an additional $ 15,000,000 on terms similar to the SAFE notes prior to the First Effective Time. On
April 24, 2024, the Company amended and restated the August 2023 SAFE note and the November 2023 SAFE. On May 1, 2024, the Company amended
and restated the February 2024 SAFE note. These amendments clarify the conversion mechanism in connection with the Business Combination.

 F- 30

 The
estimated fair value of the SAFE notes considered the timing of issuance and whether there were changes in the various scenarios since
issuance. Pursuant to the consummation of the Business Combination, the SAFE notes converted into 636,916 Common Stock shares of the
Company and therefore no further fair valuation was required as at December 31, 2024. As at December 31, 2023, the fair value of the
SAFE notes was $ 5,212,200, and is classified as a non-current liability. The SAFE notes had no interest rate or maturity date, description
of dividend and participation rights. The liquidation preference of the SAFE 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 SAFE notes and/or pari preferred equity.

 NOTE
12 – 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 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.

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 December
31, 2024.

 NOTE
13 – FAIR VALUE MEASUREMENTS

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

OF ASSETS AND LIABILITIES ARE MEASURED AT FAIR VALUE

 Total

 Fair Value Measurements as at December 31, 2023

 Total

 Other noncurrent assets:

 Investment in equity securities (a)

 $

 $
 -

 $
 -

 $

 Total financial assets

 $

 $
 -

 $
 -

 $

 Total

 Fair Value Measurements as at December 31, 2024

 Total

 Other noncurrent assets:

 Investment in equity securities (a)

 $

 $
 -

 $
 -

 $

 Total financial assets

 $

 $
 -

 $
 -

 $

 Total

 Fair Value Measurements as at December 31, 2023

 Total

 Liabilities

 SAFE notes (b)

 $
 -

 $
 -

 $

 $

 Sponsor earnout shares (c)

 -

 -

 -

 -

 Total financial liabilities

 $
 -

 $
 -

 $

 $

 Total

 Fair Value Measurements as at December 31, 2024

 Total

 Liabilities

 Sponsor earnout shares (c)

 -

 -

 Total financial liabilities

 $
 -

 $
 -

 $

 $

 (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.

 F- 31

 (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 consolidated statements
 of operations.

 The make-whole obligation liability related to the
Purchase Agreement is measured at fair value categorized within Level 1 of the fair value hierarchy. See Note 6.

 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:

OF RECONCILIATION OF ACTIVITY AND CHANGES IN FAIR VALUE

 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

 5,000,000

 -

 -

 Change in fair value

 212,200

 -

 -

 Balance as at December 31, 2023

 $

 $
 -

 $
 -

 Issuance of notes

 200,000

 2,100,000

 -

 Sponsor earnout liability recognized on closing of Business Combination

 -

 -

 4,608,900

 Change in fair value

 955,000

 471,400

 ( 4,076,200
)

 Issuance of common stock upon conversion

 ( 6,367,200
)

 ( 2,571,400
)

 -

 Balance as at December 31, 2024

 $
 -

 $
 -

 $

 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 636,916 and 257,216 shares of the Company's Common Stock, respectively.

 F- 32

 NOTE
14 – PROMISSORY NOTES

 In
March 2023, Legacy Stardust Power entered into unsecured notes payable with three related parties as described in Note 16. 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 semi-annual Applicable Federal Rate,
as established by the Internal Revenue Service, which effectively was 3.71 %.

 As
at December 31, 2024, the Company had $ 840,000 available to draw.

 NOTE
15 – 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 measure of segment
assets is reported on the consolidated balance sheets as total consolidated assets. All of the Company's long-lived assets are
located in the United Sates.

 In
addition to the significant expense categories included within net loss presented on the Company's consolidated statements
of operations, see below for disaggregated amounts that comprise general and administrative expenses.

 SCHEDULE OF SEGMENT REPORTING
CONSOLIDATED STATEMENTS OF OPERATIONS

 (inception)
 through

 December 31,
 2024

 December 31,
 2023

 Professional and consulting fees

 $
 4,455,225

 $
 1,586,680

 Legal and book-keeping services

 1,134,778

 347,835

 Personnel and related taxes

 10,951,854

 443,672

 355,932

 12,473

 Marketing and advertisement

 91,319

 119,363

 Other

 983,720

 165,675

 Total general and administrative
 expenses

 $
 17,972,828

 $
 2,675,698

 F- 33

 NOTE
16 – RELATED PARTY TRANSACTIONS

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 December 31, 2023.

 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.

 On
September 18, 2024, the Company entered into a consulting agreement with DRE Chicago LLC, whose principal is Paramita Das. Paramita
was onboarded as a Chief Strategy Officer and Senior Advisor to CEO of the Company. Additionally, in December 2024, the Company
entered into a binding term sheet with DRE Chicago LLC, providing for loan in the principal amount of $ 250,000,
bearing interest at a rate of 15 %
per year, and maturing in March
2025. (the "Maturity Date").
Pursuant to the Term Sheets, an aggregate of approximately 470,000 shares
of Company's Common Stock, owned by Roshan Pujari, Chief Executive Officer of the Company, were pledged as collateral. In
addition, the Company has agreed to issue to DRE Chicago an aggregate of $ 375,000 in
Common Stock as an Equity Kicker. In addition, DRE Chicago will receive warrants representing the right, exercisable within five
years of the closing date, of up to 50% of Common Stock issued as Equity Kicker, with each whole warrant exercisable for one share
of Common Stock at an exercise price of $ 11.50
in accordance with the Private Placement terms. The Company is yet to issue the equity shares and warrants as of the date of the
issuance of the consolidated financial statements.

 In
December 2024, the Company entered into a binding term sheet ("Term Sheet") with Endurance Antarctica Partners II, LLC
("Endurance") an affiliate of a director at the time and a shareholder, providing for a loan (the "Loan") in
the aggregate principal amount of $ 1,750,000,
bearing interest at a rate of 15 %
per year, and maturing in March
2025 (the "Maturity Date").
Pursuant to the Term Sheet, 5,500,000 shares
of Company's Common Stock, owned by Roshan Pujari, Chief Executive Officer of the Company, were pledged as collateral. In
addition, the Company has agreed to issue to Endurance $ 3,500,000 in
Common Stock as an Equity Kicker. In addition, Endurance will receive warrants representing the right, exercisable within five years
of the closing date, of up to 50% of Common Stock issued as Equity Kicker, with each whole warrant exercisable for one share of
Common Stock at an exercise price of $ 11.50
in accordance with the Private Placement terms. The Company is yet to issue the equity shares and warrants as of the date of the
issuance of the consolidated financial statements.

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

OF EXPENSES WITH RELATED PARTIES

 Expense type

 Year Ended December 31,2024

 Expenses under contract due to:

 $
 143,057

 $
 -

 1,979

 -

 375,000

 -

 Endurance Antarctica Partners II, LLC

 18,958

 -

 Endurance Antarctica Partners II, LLC

 3,500,000

 -

 3,500,000

 -

 VIKASA Capital Partners LLC

 -

 980,000

 7636 Holdings LLC

 -

 180,806

 VIKASA Capital LLC

 -

 171,213

 -

 171,213

 Energy Transition Investors LLC*

 -

 5,333

 VIKASA Clean Energy I LP*

 -

 1,138

 Roshan Pujari*

 -

 -

 Total expenses

 $
 4,038,994

 $
 1,339,130

 Other expenses paid on the Company's behalf due to:

 $
 6,679

 $
 -

 VIKASA Capital LLC

 -

 34,318

 VIKASA Capital Partners LLC

 -

 9,868

 Total other expenses paid on the Company's behalf

 6,679

 44,186

 Total

 $
 4,045,673

 $
 1,383,316

 F- 34

 As
of December 31, 2023, $ 1,383,316
of expenses including interest were paid. During the period from March 16, 2023 (inception) through December 31, 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 December 31, 2023, no
amounts were due to related parties of the Company.

 As
of December 31, 2024, $ 149,735
of expenses were paid. As at December 31, 2024, $ 3,895,938
was due to related parties of the Company.

 The
Company and Legacy Stardust Power entered into notes payable agreements of $ 5,875,000 in 2024 and $ 1,000,000 in 2023, respectively with
related parties, all of whom were affiliates.

OF RELATED PARTIES

 Year Ended

 Period from March 16, 2023 (inception) through December
 31, 2023

 Energy Transition Investors LLC *

 Notes payable

 $
 -

 $
 750,000

 VIKASA Clean Energy I LP *

 Notes payable

 -

 160,000

 Roshan Pujari*

 Notes payable

 -

 90,000

 Interest Accrued

 1,979

 -

 Endurance Antarctica Partners II, LLC

 Interest Accrued

 18,958

 -

 DRE Chicago LLC **

 Short-term loan**

 625,000

 -

 Endurance Antarctica Partners II, LLC **

 Short-term loan**

 5,250,000

 -

 Notes obtained from related parties

 $
 5,895,937

 $
 1,000,000

 *
 VIKASA Capital LLC
 facilitated the initial funding of the notes obtained on behalf of the related parties.

 **

 Short-term loan includes Equity Kicker payable as per the terms of the loan agreement.

 As
of December 31, 2024, $ 20,937 of interest on these notes was due to related parties. During the period from March 16, 2023 (inception)
through December 31, 2023, the Company incurred and paid $ 7,111 of interest expense related to the notes payable. As at December 31,
2024, the Company had $ 5,875,000 outstanding notes payable to related parties and as at December 31, 2023, the Company had repaid all
the above notes.

 Subsequent to year end, the Company has fully repaid the principal amount of $ 2,000,000 and accrued interest of $ 20,937 to the related
parties.

 F- 35

 NOTE
17 - NET LOSS PER SHARE

 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:

OF BASIC AND DILUTED NET LOSS PER SHARE

 Numerator:

 Net loss

 $
)

 $
)

 Denominator:

 Weighted average shares outstanding

 42,821,940

 40,396,516

 Net loss per share, basic and diluted

 $
 ( 0.55
)

 $
 ( 0.09
)

 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:

OF ANTI-DILUTIVE EFFECT

 Unvested common stock – restricted shares (Note 8)

 62,706

 1,640,505

 Restricted stock options

 709,992

 -

 Restricted stock units

 2,486,403

 -

 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 December 31, 2024, as the Sponsor earnout shares remain contingently forfeitable, as the conditions have not been met

 F- 36

 NOTE
18 – INCOME TAXES

 The
Company accounts for income taxes in accordance with authoritative guidance, which requires the use of the asset and liability method.
Under this method, deferred income tax assets and liabilities are determined based upon the difference between the consolidated financial
statement carrying amounts and the tax basis of assets and liabilities and are measured using the enacted tax rate expected to apply
to taxable income in the years in which the differences are expected to be reversed.

 Income/(loss)
before provision for income taxes consisted of the following:

OF INCOME LOSS BEFORE PROVISION FOR INCOME TAX

 United States

 $
)

 $
)

 The
federal and state income tax provision (benefit) is summarized as follows:

OF FEDERAL AND STATE INCOME TAX PROVISION (BENEFIT)

 Current

 Federal

 $
 -

 $
 -

 State *

 -

 -

 Other

 -

 -

 Total current tax expense

 -

 -

 Deferred

 Federal

 -

 -

 State

 -

 -

 Other

 -

 -

 Total deferred tax expense

 -

 -

 Total tax expense

 $
 -

 $
 -

 *
 Immaterial amounts

 The
Company had no income tax expense for the year ended December 31, 2024, and for the period from March 16, 2023 (inception) through December
31, 2023.

 Deferred
income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes, and (b) operating losses and tax credit carryforwards.

 F- 37

 The
tax effects of significant items comprising the Company's deferred taxes as of December 31 are as follows:

OF DEFERRED TAX ASSETS AND LIABILITIES

 Deferred tax assets:

 Start-up expenses

 $
 2,469,389

 $
 524,208

 Land development costs

 -

 52,584

 Net operating loss

 2,442,165

 1,715

 Accruals and other

 1,623,724

 -

 Accrued bonuses

 289,460

 -

 Bridge loan discount

 375,240

 -

 Total deferred tax assets

 7,200,674

 578,644

 Deferred tax liabilities:

 Fixed assets

 ( 495
)

 -

 Total deferred tax liabilities

 ( 495
)

 -

 Valuation allowance

 ( 7,200,179
)

 ( 578,644
)

 Net deferred taxes

 $
 -

 $
 -

 ASC
740 requires that the tax benefit of net operating losses, temporary differences and credit carry forwards be recorded as an asset to
the extent that management assesses that realization is "more likely than not." Realization of the future tax benefits is
dependent on the Company's ability to generate sufficient taxable income within the carry forward period. Because of the Company's
recent history of operating losses, management believes that recognition of the deferred tax assets arising from the above-mentioned
future tax benefits is currently not likely to be realized and, accordingly, has provided a valuation allowance.

 The
valuation allowance increased by $ 6,621,535 during the year ended December 31, 2024, and $ 578,644 during the period from March 16, 2023
(inception) through December 31, 2023.

 Net
operating losses and tax credit carryforwards as of the Financial Statement Date December 31, 2024, are as follows:

OF NET OPERATING LOSSES AND TAX CREDIT CARRYFORWARDS

 Amount

 Expiration Years

 Net operating losses, federal (Post December 31, 2017)

 $
 10,985,067

 Do Not Expire

 Net operating losses, state

 4,225,813

 -

 F- 38

 The
effective tax rate of the Company's provision (benefit) for income taxes differs from the federal statutory rate as follows:

OF EFFECTIVE TAX RATE OF COMPANY'S PROVISION (BENEFIT)

 Statutory rate

 21.00
 %

 21.00
 %

 State tax

 1.44
 %

 0.74
 %

 SPAC exploration expenses

 -

 - 2.49
 %

 SAFE note expenses

 - 0.84
 %

 - 3.76
 %

 Change in valuation allowance

 - 25.77
 %

 - 15.25
 %

 Start up costs

 8.06
 %

 -

 Other

 - 1.20
 %

 - 0.24
 %

 Earn out shares value adjustment

 3.60
 %

 -

 Success based fees

 2.78
 %

 -

 - 2.37
 %

 -

 IPO related finance charge

 - 6.70
 %

 -

 Total

 -

 -

 The
effective tax rate of the Company's provision (benefit) for income taxes differs from the federal statutory rate as follows (in
dollars):

 Statutory rate

 $
 ( 4,988,311
)

 $
 ( 796,653
)

 State tax

 ( 343,105
)

 ( 28,171
)

 SPAC exploration expenses

 -

 94,524

 SAFE note expenses

 200,550

 142,485

 Change in valuation allowance

 6,122,057

 578,644

 Start up costs

 ( 1,914,151
)

 -

 Other

 285,233

 9,171

 Earn out shares value adjustment

 ( 856,002
)

 -

 Success based fees

 ( 661,500
)

 -

 563,884

 -

 IPO related finance charge

 1,591,345

 -

 Total

 $
 -

 $
 -

 F- 39

 NOTE
19 – SUBSEQUENT EVENTS

 On
January 28, 2025, the Company entered into a non-binding letter agreement with Sumitomo Corporation of Americas ("Sumitomo"),
a New York corporation, contemplating a long-term commercial offtake agreement, pursuant to which Sumitomo would agree to acquire 20,000
metric tons of lithium carbonate per year from the Company's first line of production, with the potential to increase to 25,000
metric tons based on mutual agreement. The initial contract term would span 10 years starting from the date of the first qualification
of the Company's lithium carbonate for sale to any of Sumitomo's customers, with an option for Sumitomo to renew for an additional
five years under mutually agreed terms, provided written notice is given to the Company at least twelve months prior to the end of the
initial term.

 On
February 7, 2025, the Company executed an exclusive license agreement with KMX Technologies, Inc. a Delaware corporation. Under the
terms of the License Agreement, KMX agreed to irrevocably license to the Company the use of KMX's vacuum membrane distillation
technology (the "VMD Technology") and associated processes and systems (including units incorporating the VMD Technology
(the "KMX VMD Units")) for the purpose of the Company's use of the technology in its refining and upstream
operations. Among other obligations set forth in the Agreement, the Company shall be required to exclusively purchase all KMX VMD
Units from the Licensor during the term of the Agreement on the terms and conditions set forth therein. The License Agreement grants
the Company the exclusive right to sub license, use, market, sell and operate KMX's VMD Technology across the United States,
Canada and select international markets. The Company agreed to pay KMX a royalty comprised of 500,000
shares of Company Common Stock. The securities are being offered and sold by the Company pursuant to an exemption from the
registration requirements of the Securities Act of 1933, as amended (the "Act") provided by Section 4(a)(2) and/or
Regulation D promulgated thereunder, as a transaction not involving a public offering.

 On
March 18, 2025, the Company received notice from the Nasdaq that the Company was not in compliance with the Minimum Market Value of Publicly
held shares requirement of $ 15,000,000 as set forth in Nasdaq Listing Rule 5450(b)(2)(C). On March 19, 2025, the Company received a subsequent
notice from the Nasdaq that the Company was not in compliance with the minimum bid price of $ 1.00 per share as set forth in Nasdaq Listing
Rule 5450(a)(1). These letters have no immediate effect on the listing of the Common Stock or Public Warrants on The Nasdaq Global Market.
The Company has 180 calendar days from receipt of the notices, or until September 15, 2025, in which to regain compliance.

 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 consolidated financial statements.

 F- 40

 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 None.

 ITEM
9A. CONTROLS AND PROCEDURES

 Evaluation
of Disclosure Controls and Procedures

 We
are required to comply with the internal control requirements of the Sarbanes-Oxley Act for the period ending December 31, 2024, and thereafter.
Only in the event that we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth
company would we be required to comply with the independent registered public accounting firm attestation requirement on internal control
over financial reporting. Further, for as long as we remain an emerging growth company as defined in the JOBS Act, we intend to take
advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging
growth companies" including, but not limited to, not being required to comply with the independent registered public accounting
firm attestation requirement.

 Disclosure
controls are procedures with the objective of ensuring that information required to be disclosed in our reports under the Exchange Act,
such as this report, is recorded, processed, summarized and reported within the time period specified in the SEC's rules and forms.
Disclosure controls are designed with the objective of ensuring that information is accumulated and communicated to our management, including
our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 Background
and Remediation of Material Weaknesses

the period from March 16, 2023 (inception) to December 31, 2023, the Company's management identified material weaknesses in the
implementation of the COSO 13 Framework (which establishes an effective control environment), lack of segregation of duties and management
oversight, and control surrounding maintenance of adequate repository of contracts, appropriate classifications of expenses and complex
financial instruments. We designed and implemented measures to improve our controls over financial reporting process and remediated
these material weaknesses. Our ability to comply with the annual internal control report requirements will depend on the effectiveness
of our financial reporting controls across our Company. We expect these systems and controls to involve significant expenditures and
may become more complex as our business grows. To effectively manage this complexity, we will need to continue to improve our operational,
financial and management controls, and our reporting systems and procedures. For more information, please refer to " Risk Factors
- We identified material weaknesses in our internal control over financial reporting. If we are unable to remediate these material weaknesses,
or if we experience additional material weaknesses or other deficiencies in the future, or otherwise fail to maintain an effective system
of internal control over financial reporting, we may not be able to accurately or timely report our financial results, which could result
in loss of investor confidence and adversely impact our stock price " in this Annual report on Form 10K.

 Changes
in Internal Control over Financial Reporting

 Other
than the material weakness remediation efforts undertaken during the year, there were no changes in our internal control over financial
reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have
materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 We
do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and
procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the
disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there
are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure
controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all
our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain
assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated
goals under all potential future conditions.

 Inherent
Limitations on Effectiveness of Internal Controls

 An
effective internal control system, no matter how well designed, has inherent limitations, including the possibility of human error overriding
of controls, and therefore can provide only reasonable assurance with respect to reliable financial reporting. Because of its inherent
limitations, our internal control over financial reporting may not prevent or detect all misstatements, including the possibility of
human error, the circumvention or overriding of controls, or fraud. Effective internal controls can provide only reasonable assurance
with respect to the preparation and fair presentation of the consolidated financial statements.

 ITEM
9B. OTHER INFORMATION.

 Insider
Trading Arrangements

the three months ended December 31, 2024, three of our directors or officers (as defined in Section 16a-1(f) under the Exchange Act)
 adopted, modified, or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement,"
as each term is defined in Item 408 of Regulation S-K, intended to satisfy the affirmative defense of Rule 105b-1(c) under the Exchange
Act, as set forth in the table below.

 Name and Position

 Action

 Date

 Maximum number of shares of Common Stock eligible for sale

 Expiration date

 Roshan Pujari Chief Executive Officer

 Adoption

 November 29, 2024

 1,000,000

 November 29, 2025

 Udaychandra Devasper Chief Financial Officer

 Adoption

 November 26, 2024

 315,000

 November 26, 2025

 Pablo Cortegoso Chief Technical Officer

 Adoption

 December 13, 2024

 164,938

 December 13, 2025

 ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

 None.

 PART
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 The
names of executive officers of the Company and their ages, titles and biographies as of the date hereof are incorporated by reference
from Item 1 of Part I of this Annual Report. The other information called for by this Item 10 is incorporated herein by reference to
the Proxy Statement to be filed by Stardust Power pursuant to Regulation 14A of the General Rules and Regulations under the Exchange
Act no later than 120 days following the fiscal year ended December 31, 2024.

 Code
of Business Conduct and Ethics

 The
Company has adopted a Code of Business Conduct and Ethics that applies to all of its officers, directors and employees. We have posted
a copy of our Code of Business Conduct and Ethics on the "Governance Overview" section of our website at
Any amendments to, or waivers from, our Code of Business Conduct and Ethics that apply to our executive officers and directors will be
posted on such website. Note that the information on the Company's website is not incorporated by reference into this filing.

 All
other information required by this item will be included in our Proxy Statement and is incorporated herein by reference.

 ITEM
11. EXECUTIVE COMPENSATION.

 The
information called for by this Item 11 is incorporated herein by reference to the Proxy Statement.

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 The
information called for by this Item 11 is incorporated herein by reference to the Proxy Statement.

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

 The
information called for by this Item 11 is incorporated herein by reference to the Proxy Statement.

 ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 The
information called for by this Item 11 is incorporated herein by reference to the Proxy Statement.

 PART
IV

 ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

 (a)
The following documents are filed as part of this report:

 (1)
Financial Statements.

 Our
consolidated financial statements are listed in the "Index to Consolidated Financial Statements" under Part II, Item 8 of
this Annual Report on Form 10-K.

 (2)
Financial Statement Schedules.

 All
schedules are omitted because they are not applicable or because the required information is shown in the consolidated financial statements
and notes.

 (3)
Exhibits. The exhibits listed below in the Exhibit Index are filed, furnished or incorporated by reference pursuant to the requirements
of Item 601 of Regulation S-K.

 Exhibit

 Exhibit

 Description

 2.1

 Business Combination Agreement, dated as of November 21, 2023, by and among Global Partner Acquisition Corp., Strike Merger Sub I, Inc., Strike Merger Sub II, LLC., and Stardust Power Inc. (incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K filed with the SEC on November 21, 2023).

 2.2

 Amendment No. 1 to the Business Combination Agreement, dated as of April 24, 2024, by and among Global Partner Acquisition Corp II, Strike Merger Sub I, Inc., Strike Merger Sub II, LLC and Stardust Power Inc. (incorporated by reference to Exhibit 2.1 to Global Partner Acquisition Corp II's Current Report on Form 8-K, filed with the SEC on April 24, 2024).

 2.3

 Amendment No. 2 to the Business Combination Agreement, dated as of June 20, 2024, by and among Global Partner Acquisition Corp II, Strike Merger Sub I, Inc., Strike Merger Sub II, LLC, and Stardust Power Inc. (incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K, filed with the SEC on June 21, 2024).

 3.1

 Certificate of Incorporation of Global Partner Acquisition Corp II (incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K filed with the SEC on July 12, 2024).

 3.2

 Bylaws of Global Partner Acquisition Corp II (incorporated by reference to Exhibit 3.2 of the Company's Current Report on Form 8-K filed with the SEC on July 12, 2024).

 4.1

 Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to Amendment No. 1 to Global Partner Acquisition Corp II's Registration Statement on Form S-1, filed with the SEC on December 31, 2020).

 4.2

 Warrant Agreement, dated January 11, 2021, by and between Global Partner Acquisition Corp II and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to Global Partner Acquisition Corp II's Current Report on Form 8-K, filed with the SEC on January 15, 2021).

 4.3

 Form of Common Warrant (incorporated by reference to Exhibit 4.4 of the Company's Registration Statement on Form S-1 filed with the SEC on January 15, 2025).

 4.4

 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.5 of the Company's Registration Statement on Form S-1 filed with the SEC on January 15, 2025).

 4.5

 Form of Common Warrant (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed with the SEC on January 28, 2025).

 4.6

 Form of Common Warrant (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed with the SEC on March 17, 2025).

 4.7*

 Description of Securities.

 10.1

 Amended and Restated Registration Rights Agreement, dated July 8, 2024, by and among the Company, Roshan Pujari, Global Partner Sponsor II LLC, and certain security holders named therein (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC on July 12, 2024).

 10.2

 Form of PIPE Subscription Agreement (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC on June 21, 2024).

 10.3

 Form of Lock-Up Agreement, dated as of Closing, by and among Global Partner Acquisition Corp II and Stardust Power Stockholders (incorporated by reference to Exhibit 10.3 of the Company's Current Report on Form 8-K filed with the SEC on July 12, 2024).

 10.4

 Stockholder Agreement, dated July 8, 2024, by and among Global Partner Acquisition Corp II and its Affiliates and Roshan Pujari and his Affiliates (incorporated by reference to Exhibit 10.4 of the Company's Current Report on Form 8-K filed with the SEC on July 12, 2024).

 10.5

 Form of Indemnification Agreement by and between Registrant and its officers and directors (incorporated by reference to Exhibit 10.5 of the Company's Current Report on Form 8-K filed with the SEC on July 12, 2024).

 10.6#

 Stardust Power 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.6 of the Company's Current Report on Form 8-K filed with the SEC on July 12, 2024).

 10.7

 Form of Non-Redemption Agreement (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC on January 16, 2024).

 10.8

 Engineering Agreement, dated August 4, 2024, by and among Stardust Power Inc. and Primero USA, Inc. (incorporated by reference to Exhibit 10.8 of the Company's Registration Statement on Form S-1/A filed with the SEC on August 9, 2024).

 10.9

 Common Stock Purchase Agreement, dated October 7, 2024, by and among Stardust Power Inc. and B. Riley Principal Capital II, LLC (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on October 7, 2024).

 10.10

 Registration Rights Agreement, dated October 7, 2024, by and among Stardust Power Inc. and B. Riley Principal Capital II, LLC (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed on October 7, 2024).

 10.11*

 Binding Term Sheet, dated December 6, 2024, by and between Stardust Power Inc. and Endurance Antarctica Partners II, LLC.

 10.12*

 Form of Binding Term
 Sheet, by and between Stardust Power Inc. and the several Lenders thereto.

 10.13

 At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement between Stardust Power Inc. and Chris Edward Celano, effective January 1, 2025 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on January 7, 2025).

 10.14

 At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement between Stardust Power Inc. and Paramita Das, effective January 1, 2025 (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed on January 7, 2025).

 10.15

 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.11 of the Company's Registration Statement on Form S-1 filed with the SEC on January 15, 2025).

 10.16

 Form of Placement Agency Agreement (incorporated by reference to Exhibit 10.12 of the Company's Registration Statement on Form S-1 filed with the SEC on January 15, 2025).

 10.17

 Securities Purchase Agreement, dated as of January 23, 2025, by and among Stardust Power Inc. and a certain investor (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on January 28, 2025).

 10.18

 Placement Agency Agreement, dated as of January 23, 2025, by and among Stardust Power Inc. and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed on January 28, 2025).

 10.19

 Exclusive License Agreement between KMX Technologies, Inc. and Stardust Power Inc. dated February 7, 2025 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on February 10, 2025).

 10.20

 Form of Inducement Letter Agreement (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on March 17, 2025).

 16.1

 Letter from WithumSmith+Brown, PC dated September 19, 2024 (incorporated by reference to Exhibit 16.1 of the Company's Current Report on Form 8-K filed with the SEC on September 20, 2024).

 19.1*

 Stardust Power Inc. Insider Trading Policy.

 21.1

 List of Subsidiaries (incorporated by reference to Exhibit 21.1 of the Company's Current Report on Form 8-K filed with the SEC on July 12, 2024).

 23.1*

 Consent of KNAV CPA LLP, independent registered public accounting firm.

 24.1*

 Power of Attorney (included on signature page hereto).

 31.1*

 Certification of Chief Executive Officer pursuant to SEC Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 31.2*

 Certification of Chief Financial Officer pursuant to SEC Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 32.1**

 Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 32.2**

 Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 97.1

 Stardust Power Inc. Clawback Policy.

 INS

 SCH

 CAL

 DEF

 LAB

 PRE

 Cover

 *
 Filed
 herewith.

 **
 Furnished
 herewith.

 Schedules
 and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). The Company
 agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon
 request.

 #

 Indicates a management contract or compensatory plan, contract
or arrangement.

 ITEM
16. FORM 10-K SUMMARY.

 None.

 SIGNATURES

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 STARDUST
 POWER INC.

 Date:
 March 27, 2025

 By:

 /s/
 Roshan Pujari

 Roshan
 Pujari

 Chief
 Executive Officer and Chairman

 POWER
OF ATTORNEY

 Each
person whose signature appears below constitutes and appoints Udaychandra Devasper his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all
amendments to this Annual Report on Form 10-K, and to file the same, with all, exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform
each, and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or the substitute
or substitutes of any or all of them, may lawfully do or cause to be done by virtue hereof.

to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and
on the dates indicated.

 Signature

 Title

 Date

 /s/
 Roshan Pujari

 Chief
 Executive Officer and Chairman

 March

 Roshan
 Pujari

 (Principal
 Executive Officer)

 /s/
 Udaychandra Devasper

 Chief
 Financial Officer

 March

 Udaychandra
 Devasper

 (Principal
 Financial Officer and Principal Accounting Officer)

 /s/
 Anupam Agarwal

 March

 Anupam
 Agarwal

 /s/
 Martyn Buttenshaw

 March

 Martyn
 Buttenshaw

 /s/
 Charlotte Nangolo

 March

 Charlotte
 Nangolo

 /s/
 Mark Rankin

 March

 Mark
 Rankin

 /s/
 Michael Cornett

 March

 Michael
 Cornett

 /s/
 Sujit Kankanwadi

 March

 Sujit
 Kankanwadi