v3.26.1
REVERSE RECAPITALIZATION (Tables)
 12 Months Ended
Dec. 31, 2025
Restructuring Cost and Reserve [Line Items]  
SCHEDULE OF ASSUMPTIONS UNDER THE MONTE CARLO MODEL

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:

 

Market price of public stock  $97.4 
Expected term (years)   8 years 
Volatility   60.00%
Risk-free interest rate   4.25%
Dividend rate   0.00%
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:

  

Stardust Power rollover equity (1)(2)   4,239,392 
GPAC II public shareholders (3)(4)   13,742 
Sponsor (5)(6)   400,000 
PIPE (7)    107,754 
Non-redemption shares (8)   12,777 
Total Shares issued and Outstanding   4,773,665 

 

(1) Includes eight shareholders, whose shares are not subject to lock-up or transfer restrictions.
(2) Includes (i) 89,413 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) 4,149,977 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 10 warrants 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 288 shares at $113.8 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 10 warrants exercisable for one share of Common Stock.
(6) Includes 100,000 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 107,754 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 12,777 shares of Combined Company Common Stock issued to GPAC II shareholders entering into NRAs.
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)
Sponsor [Member]  
Restructuring Cost and Reserve [Line Items]  
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:

  

   March 31, 2025   December 31, 2024 
Market price of public stock  $4.71    35.8 
Expected term (years)    7.27 years     7.52 years 
Volatility   75.00%   65.00%
Risk-free interest rate   4.10%   4.50%
Dividend rate   0.00%   0.00%