| SCHEDULE OF COMMON STOCK ISSUED AND OUTSTANDING |
The
number of shares of Common Stock issued and outstanding immediately following the consummation of the Business Combination were:
SCHEDULE
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) | |
| |
| 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 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. |
|
| SCHEDULE OF ELEMENTS OF BUSINESS COMBINATION |
SCHEDULE
OF ELEMENTS OF BUSINESS COMBINATION
| | |
Recapitalization | |
| Cash proceeds from GPAC II, net of redemptions | |
| 1,564,086 | |
| Cash proceeds from PIPE financing | |
$ | 10,075,002 | |
| Less: Cash payment of assumed liabilities of GPAC II | |
| (921,493 | ) |
| Less: Settlement of sponsor promissory notes | |
$ | (1,562,834 | ) |
| Net cash proceeds upon closing of the Business Combination and PIPE financing | |
| 9,154,761 | |
| Less: Non-cash net liabilities assumed from GPAC II | |
| (14,638,215 | ) |
| Net charge to additional paid-in-capital as a result of the Business Combination reported in stockholder’s (deficit) | |
| (5,483,454 | ) |
|
| SCHEDULE OF ASSUMPTIONS UNDER THE MONTE CARLO MODEL |
The
Sponsor Earnout Shares were valued using the following assumptions under the Monte Carlo Model that assumes optimal exercise of the Company’s
redemption option at the earliest possible date:
SCHEDULE
OF ASSUMPTIONS UNDER THE MONTE CARLO MODEL
| | |
December 31, 2024 | |
| Market price of public stock | |
$ | |
| Expected term (years) | |
| years | |
| Volatility | |
| % |
| Risk-free interest rate | |
| % |
| Dividend rate | |
| % |
|