v3.25.1
REVERSE RECAPITALIZATION (Details Narrative) - USD ($)
 8 Months Ended 12 Months Ended
Jul. 08, 2024
Jul. 08, 2024
Dec. 31, 2024
Mar. 07, 2024
Dec. 31, 2023
Nov. 20, 2023
 [2],[3]
Ordinary shares, outstanding 47,736,650 47,736,650 47,736,279   41,499,772  
Ordinary shares, par value $ 0.0001 $ 0.0001 $ 0.0001   $ 0.0001  
Warrant outstanding     10,430,800    
Fair value of earnout share arrangement amount     $ 25,071,500      
Net cash proceeds upon closing of the Business Combination and PIPE financing     9,154,761      
Transaction costs     $ 7,501,223      
Business combination     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.      
Sponsor earnout shares [1]     $ 532,700    
Common Class A [Member]            
Ordinary shares, outstanding 9,017,300 9,017,300        
Shares issued 127,777          
Private Warrants [Member]            
Warrant outstanding 5,566,667 5,566,667   5,566,667    
Public Warrants [Member]            
Warrant outstanding 4,999,929 4,999,929        
Warrant outstanding 10,566,596 10,566,596        
Global Partner Acquisition Corp II [Member]            
Ordinary shares, outstanding 47,736,650 47,736,650       42,393,905
Earnout shares   5,000,000        
Global Partner Acquisition Corp II [Member] | Sponsor [Member]            
Earnout shares 1,000,000 1,000,000        
Shares issued [4],[5]   4,000,000        
[1] 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.
[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] Includes eight shareholders, whose shares are not subject to lock-up or transfer restrictions.
[4] Excludes 5,566,667 Private Placements Warrants that converted automatically into a whole warrant exercisable for one share of Common Stock.
[5] 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).