Item 1A. Risk Factors 30
Item 1B. Unresolved Staff Comments 55
Item 1C. Cybersecurity 55
Item 2 Properties 55
Item 3. Legal Proceedings 55
Item 4. Mine Safety Disclosures 55
Item 6. [Reserved] 56
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 80
Item 8. Financial Statements and Supplementary Data 82
Item 9A. Controls and Procedures 125
Item 9B. Other Information 126
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 126
Item 10. Directors, Executive Officers and Corporate Governance 127
Item 11. Executive Compensation 127
Item 14. Principal Accountant Fees and Services 127
Item 15. Exhibits and Financial Statement Schedules 128
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 (as
defined below), “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
a direct wholly owned subsidiary of GPAC II. On July 8, 2024, Legacy Stardust Power 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 redomesticated 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 “the 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 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 the Company’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.
“Nasdaq”
refers to the Nasdaq Capital Market.
“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 contained in this Annual Report on Form 10-K may constitute
“forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities
Litigation Reform Act of 1995. All statements other than statements of historical fact, including statements concerning, without limitation,
our expectations, hopes, beliefs, intentions, plans, objectives, goals, prospects, financial results or strategies regarding us and the
future held by our management team and the products and markets, future events, future financial condition, expected future revenues or
performance financing needs, our ability to continue as a going concern, business trends and market opportunities of our business and
other information referred to under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis
of Financial Condition and Results of Operations,” are forward-looking statements. These statements constitute projections, forecasts
and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not
relate strictly to historical or current facts. In some cases, you can identify forward-looking statements by terms such as “estimate,”
“continue,” “could,” “may,” “might,” “possible,” “predict,” “should,”
“would,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,”
“anticipate,” “believe,” “seek,” “target,” “designed to” or other similar
expressions that predict or indicate future events or trends or that are not statements of historical facts. 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.
We caution readers of this Annual Report on Form 10-K that these forward-looking
statements are subject to substantial known and unknown risks, uncertainties, and other factors, most of which are difficult to predict
and many of which are beyond our control and could cause our actual results, outcomes, performance or achievements, or the timing of such
results, outcomes, performance or achievements, to differ materially from the expected results, outcomes, performances or achievements
expressed or implied by the forward-looking statements. The following factors, among others, could cause actual results and the timing
of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements contained
in this Annual Report on Form 10-K:
● our failure to realize the anticipated benefits of the Business Combination;
● the liquidity and trading of the Common Stock and the Public Warrants;
● the Company’s future financial performance;
● the Company’s ability to manage future growth;
● the Company’s ability to operate in the lithium industry;
● the effects of competition on the Company’s business;
● market demand for and uses of lithium-based end products;
● future global, regional, or local economic and market conditions;
● the development, effects and enforcement of laws and regulations;
If any of these risks, uncertainties and other factors materialize or our
assumptions prove incorrect, actual results, outcomes, performance or achievements, or the timing of such results, outcomes, performance
or achievements could differ materially from those implied by these forward-looking statements. There may be additional risks, uncertainties
and other factors that we do not presently know or that we currently believe are immaterial that could also cause actual results, outcomes,
performance or achievements, or the timing of such results, outcomes, performance or achievements, to differ materially from those contained
in the forward-looking statements.
In addition, forward-looking statements reflect our expectations, estimates,
assumptions, plans or forecasts of future events and views as of the date of this Annual Report on Form 10-K. We anticipate that subsequent
events and developments will cause our assessments to change. Except as required by law, we assume no obligation to update any forward-looking
statements publicly, or to update the reasons actual results or outcomes could differ materially from those anticipated in any forward-looking
statements, whether as a result of new information, future developments, changes in assumptions or otherwise. 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.
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, outcomes, performance or achievements, or the timing of such results, outcomes, performance or achievements, may be materially
different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.
The information included on any websites referenced in this Form 10-K is
not incorporated by reference into this Form 10-K or in any other report or document filed with the SEC, and any references to such websites
are intended to be an inactive textual reference provided for convenience only.
iv
ITEM
1. BUSINESS
Company
Overview and History
Stardust
Power, formed on March 16, 2023, is developing a lithium refinery in Muskogee,
Oklahoma, with expected capacity of producing up to 50,000 metric tpa of BGLC once fully operational. On March 16, 2023, 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, pursuant to the Business Combination Agreement, the Business Combination between GPAC II, First Merger Sub, Second
Merger Sub and Legacy Stardust Power was consummated, and GPAC II emerged as the surviving company from the Business Combination. 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 obtaining commitment for the offtake of its BGLC.
Stardust Power’s mission is to help secure U.S. energy leadership
for national security through the production of BGLC, with sustainability built into each step of its process.
Stardust Power’s BGLC refinery is being designed and developed to
help foster energy independence for the United States. The Company seeks to become a sustainable, cost-effective supplier of BGLC for
energy storage across energy storage systems, e-mobility, grid infrastructure, and data centers. The Facility is expected to be optimized
for multiple inputs of lithium chloride feedstocks. Upon completion of the Facility, Stardust Power expects to secure multiple sources
of feedstock from various lithium producers, with the Facility expected to become one of the largest lithium refineries in North America.
Stardust Power has previously entered and 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 chloride.
Stardust Power expects to source lithium feedstock from various suppliers
and may make investments upstream to secure additional feedstock. However, there is uncertainty as to whether, and to what extent 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 plans 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 energy storage systems, handheld electronics and EVs. We anticipate Western automotive OEMs and battery manufacturers to increasingly
seek domestic supply sources. The demand for battery-grade lithium is rapidly diversifying beyond electric vehicles, driven by significant
growth in data centers, energy storage systems (“ESS”), and military applications. The accelerating deployment of hyperscale
data centers, driven by artificial intelligence (“AI”) workloads and global digitalization, requires robust, high-density
battery backup systems to ensure uninterrupted operations, while the global transition to renewable energy is fueling ESS installations
that rely heavily on lithium-based chemistries for grid stability and energy arbitrage. In parallel, defense and aerospace sectors are
expanding their use of advanced lithium-ion technologies for mobile power, unmanned systems, and tactical energy storage, creating additional
strategic demand. We believe these sectors represent a growing share of lithium consumption, and underscore a broader, multi-sector reliance
on secure and scalable battery-grade lithium supply chains.
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 demand market, which has been estimated in terms of lithium
carbonate equivalent (“LCE”) to be over 200,000 tons by 2030, and to approximately 470,000 tons by the mid-20301.
For more information, please see the graph in “United States Market - Lithium Battery Landscape” below.
1
Fastmarkets “Lithium 10-year forecast report”, dated November 2025
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 Power meeting certain criteria, from the State of Oklahoma (covering
Phase 1 and 2) and potential federal incentives analysis, which may also include 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.
Lithium
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 is expected to increase. 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 2.5 terawatt-hours (“TWh”)
per year at the end of 2025 and is forecasted to grow to approximately 5 TWh in 2036, led by China, which is projected to account
for more than half the market share2. 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.
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
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
China’s
mined production is forecasted to increase to 905,650 tons of LCE in 2035, rising at a compound annual growth rate (“CAGR”)
of 8% from 408,100 tons of LCE in 2025. 5
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.6
2
https://www.altenergymag.com/news/2025/11/20/global-lithium-ion-battery-capacity-to-reach-54-twh-by-2036-but-gigafactory-growth-cools-according-to-idtechex/46385/#:~:text=The%20top%206%20players%20account%20for%20more,Lithium%2DIon%20batteries%20was%20more%20than%202500%20GWh.
3
“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: https://www.ncbi.nlm.nih.gov/pmc/articles/PMC10923860/.
4Id.
5Fastmarkets “Lithium 10-year forecast report”, dated November 2025
6
Visual Capitalist. “China’s Dominance in Battery Manufacturing”, dated January 19, 2023. Available at: https://www.visualcapitalist.com/chinas-dominance-in-battery-manufacturing/.
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 85% of global production capacity, as of 2024, but the concentration is estimated to decrease to 67% in 2030.7
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 for processing such materials.8 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 refining BGLC utilizing federal
and state government incentives, in addition to public and private market investments.
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:
Competitive
Landscape and New Market Entrants
The
United States lithium refining sector is seeing increased activity, partly driven by government policies such as grant programs and financings
and 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.
7
https://www.electrive.com/2025/06/03/iea-report-dimensions-and-trends-of-the-global-battery-market/#:~:text=Cell%20production:%20installed%20capacity%20at,producers%2C%E2%80%9D%20the%20report%20states.
8
Congressional Research Service. Critical Minerals in Electric Vehicle Batteries, dated August 29, 2022 (Report No. R47227). Retrieved
from https://crsreports.congress.gov/product/pdf/R/R47227.
9
https://www.teslarati.com/tesla-first-us-lithium-refinery-texas/
10
https://www.reuters.com/markets/commodities/exxon-aims-make-key-lithium-technology-decision-by-year-end-2024-02-15/
#:~:text=The%20company%20last%20fall%20announced,electric%20vehicle%20(EV)%20batteries
11
https://www.ioneer.com/rhyolite-ridge-project/about-rhyolite-ridge/
12
https://lithiumamericas.com/news/news-details/2024/Lithium-Americas-Provides-a-Thacker-Pass-Construction-Plan-Update/
default.aspx#:~:text=PROJECT%20TIMELINE,full%20capacity%20production%20in%202028
13
https://www.standardlithium.com/news/smackover-lithium-receives-key-final-integration-approval-from-the-arkansas-oil-and-gas-com
Stardust
Power’s Position Relative to Competitors
Stardust Power intends to position itself as a key player in the domestic
supply chain for lithium, a critical material for battery production. Lithium refining capacity is a key bottleneck in the supply chain
that needs to be addressed to establish a resilient critical minerals US supply chain. 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. Our strategic location in
Oklahoma, provides a centralized hub by which we intend to leverage existing multi-modal transportation infrastructure, aligning logistically
with upstream sources of feedstock and downstream customers.
Unlike the hard rock or clay 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 chloride inputs derived
from brine. By utilizing a “hub and spoke” refinery model, the Company believes it can scale production more efficiently through
sourcing feedstock from different sources in the Americas that are rapidly developing across the region. We believe this provides a competitive
advantage of minimizing the dependence on a single supply source and establishing an attractive long-term refining infrastructure to support
the development of regional upstream capacity.
Future
Outlook
The United States lithium demand is expected to continue robust growth,
with continued investments and expansions, given the political support towards onshoring of critical mineral production in the United
States. The entry of new players like Stardust Power indicates a dynamic shift towards increasing domestic production capabilities and
addressing significant bottlenecks in the domestic supply chain. We believe that this trend is underway as the demand for lithium-ion
batteries has escalated and the United States seeks to reduce its reliance on foreign critical minerals.
In summary, we believe the United States lithium refinery sector is critical
and 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.
Overall
Market Opportunity
The
lithium market is expected to grow significantly through 2030 as a result of growth in the energy storage segment (‘ESS”)
and the electrification of cars and trucks. The LCE demand from ESS is expected to grow at a CAGR of 13%, reaching 862,000 tons of LCE
in 2035 from 250,000 tons of LCE in 2025. However, from 2030, the rise of alternative chemistries used by ESS providers, such as sodium-ion,
could cause a slight easing in the growth of lithium demand. 14 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”)15,
and each EV has an average battery capacity of 65 kWh. Hence, an average EV will require approximately 55 kg of BGLC16. Given
that the Company’s refinery is expected to be able to produce up to 50,000 metric tpa of BGLC, Stardust Power estimates it should
be able to supply batteries to approximately 1 million EVs, or approximately 8% of the United States’ EV market by 2035, which
is estimated at 12.2 million EVs.17
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.
14
Fastmarkets “Lithium 10-year forecast report”, dated November 2025
15
International Renewable Energy Agency. “Lithium is critical to the energy transition. IRENA” dated 2022. Available at: https://www.irena.org/-/media/Files/IRENA/Agency/Technical-Papers/IRENA_Critical_Materials_Lithium_2022.pdf
16https://www.iea.org/reports/global-ev-outlook-2025/electric-vehicle-batteries
17
https://www.eei.org/en/news/news/all/eei-projects-78-million-evs-will-be-on-us-roads-in-2035
Additionally, market analysis and industry trends indicates 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
supports 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 support 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
is expected to be supplied by the plant, which is expected to be approximately 1 million EV’s.
Global
near-term passenger EV sales and EV share of new passenger-vehicle sales by market
EV
Market Driving Demand for Lithium
According
to Bloomberg NEF’s 2025 Electric Vehicle Outlook (“BNEF EV 2025”), under the Economic Transition Scenario
(“ETS”) 18, EVs are expected to reach 56% of global passenger vehicle sales by 2035 and 70% by 2040.
Despite rapid EV adoption, only 40% of the global passenger-vehicle fleet are expected to be electric by 2040 under the ETS. EV adoption is faster than that in several countries, like the Nordics (72%), China (69%), or the UK (66%), but some of the biggest car
markets, like the US and Japan, are much slower.
18
Bloomberg NEF. “Electric Vehicle Outlook 2025”, dated 2025. Available at:
https://about.bnef.com/insights/clean-transport/electric-vehicle-outlook/#overview
Fuel-economy and carbon-dioxide emissions regulations applicable to commercial
vehicles, together with the environmental and decarbonization commitments of an increasing number of corporate fleet operators, are expected
to support continued growth in electric commercial vehicle adoption. Under Bloomberg NEF’s ETS, electrification is projected to
expand beyond passenger vehicles into commercial vans, trucks and buses, with light-duty commercial vehicles expected to adopt more rapidly
due to favorable total cost of ownership relative to diesel alternatives. Bloomberg NEF estimates that electric vans could account for
more than one-third of global new van sales by 2030, while battery-electric trucks are expected to approach approximately 15% of global
new sales by that time, with adoption expected to continue to increase thereafter. Electric bus adoption is also advancing globally, supported
by government policy measures, with more than half of city bus sales in Europe now electric and Europe largely on track to meet the European
Union’s target of 100% zero-emission city bus sales by 203519.
Lithium
Market Current Dynamics
The
global lithium market has recently experienced substantial price fluctuations. Spot prices peaked at over $80,000 per ton in December
2022 but has since declined to just over $10,000 per ton as of March 2025, with a slight rebound to approximately $23,093 per ton in
January 30, 202620. 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
price declines, long-term demand for lithium is expected to remain supported by continued growth in global energy demand, including increased
adoption of electric vehicles and energy storage systems. While near-term pricing remains subject to uncertainty due to excess supply,
market participants generally expect supply-demand conditions to rebalance over time as demand growth absorbs surplus capacity; however,
the timing and magnitude of any recovery remain uncertain and subject to macroeconomic conditions, policy developments, technological
change and future supply responses.
Per
the Fastmarkets Q4 2025 Lithium 10-year Forecast Supply/Demand Report (the “Fastmarkets Report”), lithium deficit
is expected to be delayed to 2029. The 2027 and 2028 years are now forecasted to move to a surplus of 18,000 tons in 2027 and 14,000
tons in 2028. The overall forecast for lithium demand has increased by roughly 32,000 tons of LCE for 2027 and 26,000 tons of LCE for
2028. The report increased expectations for demand from the ESS market. This is a result of China continuing to support widespread ESS
deployment via policy, as well as increased demand from the US market due to the expected adoption of ESS by AI data centers. The model
continues to project significant supply shortfalls from 2030, which grow over time. The expectation of significantly higher prices in
the next decade is likely to incentivize new supply, which should help mitigate these shortfalls.
19
Bloomberg NEF. “Electric Vehicle Outlook 2025” dated 2025. Available at:
https://about.bnef.com/insights/clean-transport/electric-vehicle-outlook/#overview
20
Lithium - Price - Chart - Historical Data - News
Future
Lithium Supply
Currently, much 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.
The Fastmarkets report estimates that global lithium salts output will reach 1.48 million tons of LCE in 2025, which includes 1.07 million
tons of carbonate, 390,000 tons (LCE basis) of hydroxide and 30,000 tons (LCE basis) of other salts.21
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 four lithium sources that are expected to create the greatest opportunity
for Stardust Power’s feedstock are from (i) oilfield brines (ii) salt flats (iii) produced water and (iv) geothermal brines.
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, EV sales have increased in recent years, and remain influenced by policy developments, infrastructure availability
and consumer cost considerations. Over the long term, electric vehicles are expected to represent an increasing share of new passenger
vehicle sales in the United States, and the pace of adoption will continue to evolve alongside regulatory and market conditions. 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 EVs, Bloomberg NEF projects rapid growth in stationary energy storage deployment to support grid reliability, renewable
energy integration and peak-load management. Participation in this growing lithium-based battery market requires a robust domestic
supply chain spanning upstream raw materials, midstream refining and downstream battery manufacturing. Establishing such supply
chains is viewed as strategically important to reduce reliance on imports, mitigate geopolitical risk and support domestic
manufacturing. Stardust Power intends to participate in this evolving market through the development of its lithium refining
operations, positioning the Company within the midstream segment of the battery supply chain.
21Fastmarkets “Lithium 10-year forecast report”, dated November 2025
Lithium
US Carbonate supply-demand balance
Per the Fastmarkets Report, US demand rose from 60kt LCE in 2022 to 109
kt LCE in 2024. In 2025, LCE demand from the EV and ESS market rose to 139 kt LCE. The majority of this gain in demand came from the ESS
market with a lower uptake in EVs expected as a result of the removal of consumer subsidies. The 30D consumer tax credit, which ended
on September 2025, is expected to lead to low EV lithium demand growth in the US in 2026.22
Post-2026 Fastmarkets expects to see strong demand growth to return to
the United States market. Over the coming 10 years, US lithium demand is forecast to rise at a 21% CAGR reaching 883 kt LCE by 2035. Demand
from the EV sector is forecast to rise to 680 kt LCE, with ESS demand rising to 203 kt LCE. Fastmarkets estimates that U.S. lithium carbonate
demand in 2025 reached around 100,000 tonnes. In their estimation, demand is expected to grow with the current domestic imbalance only
growing through 2035. Even with all operating plants and brine/mine projects under development, it will likely be impossible to satisfy
domestic demand, and the United States will likely require imports from closer countries, such as Canada, Argentina, and, Brazil. We believe
this imbalance exhibits the timely entrance of the Stardust refinery to support domestic lithium production capacity.23
22
Fastmarkets BFS: In-depth Lithium Market Review dated December 2025
23
Id
Current
and Future Market Structures
Market
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
Energy
Storage Systems
The
LCE demand from ESS is expected to grow at a CAGR of 13%, reaching 862,000 tons of LCE in 2035 from 250,000 tons of LCE in 2025. But
from 2030, we believe the rise of alternative chemistries used by ESS providers, such as sodium-ion, will cause a slight slow down in the
growth of lithium demand. 24
Electric
vehicles
Bloomberg
forecasts continued growth in U.S. electric vehicle sales through the late 2020s, and rapid expansion of lithium-ion based stationary
storage to support grid reliability and renewable energy intergration.25 Industry forecasts indicate that projected U.S. battery
manufacturing capacity additions may lag expected demand growth, resulting in continued reliance on imported batteries, components and
materials.26. The reliance could increase supply chain vulnerability and strategic exposure for the transportation, utility,
and other infrastructure sectors 27.
The
US passenger EV adoption growth has moderated as EV policies and support are being rolled back. Bloomberg forecasts Passenger electric
car sales in the US rise from 1.6 million in 2025 to 4.1 million in 2030.28
24 Fastmarkets “Lithium 10-year forecast report”, dated November 2025
25
Bloomberg NEF “Electric Vehicle Outlook 2025” dated 2025. Available at: https://about.bnef.com/insights/clean-transport/electric-vehicle-outlook/#overview
26Fastmarkets “Lithium 10-year forecast report”, dated November 2025
27Bloomberg NEF “Electric Vehicle Outlook 2025” dated 2025. Available at: https://about.bnef.com/insights/clean-transport/electric-vehicle-outlook/#overview
28Bloomberg NEF “Electric Vehicle Outlook 2025” dated 2025. Available at: https://about.bnef.com/insights/clean-transport/electric-vehicle-outlook/#overview
National
Security Posture
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.29 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.”30
Lithium
Technologies
Direct
Lithium Extraction
DLE is a concentrating technology that occurs near the lithium source and
may precede the lithium refining process. DLE technologies aim to efficiently concentrate lithium brines found in naturally occurring
salt flats, geothermal reservoirs, oilfield brines and produced water. Use of DLE technology can replace the need for traditional evaporation
ponds. There are various forms of DLE technology, including adsorption-based, ion-exchange, membrane-separation, and solvent-extraction
technologies. Use of DLE, when compared to traditional evaporation ponds for brine, may offer 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
29
https://www.csis.org/analysis/why-chinas-uav-supply-chain-restrictions-weaken-ukraines-negotiating-power
30
https://www.whitehouse.gov/presidential-actions/2025/01/declaring-a-national-energy-emergency/
DLE
has been implemented at commercial scale (in Argentina and China). Scaling up DLE technologies may significantly improve upstream lithium
production efficiency, lower operating costs, and improve sustainability. Stardust Power will evaluate DLE technologies and expects to continue
to evaluate prospective partners in the space.
Incentives
Through the IRA and BIL
The IRA enacted in August 2022 has several provisions intended to stimulate
domestic demand for EVs and motivate producers to shift their battery supply chains to North America. The legislation introduced 45X tax
credits equaling 10% of the cost to produce critical minerals, such as lithium, that are phased out beginning in 2030. The legislation
also adds requirements related to vehicle assembly, battery component manufacturing and critical mineral sourcing designed to promote
domestic and allied supply chains and reduce reliance on foreign sources of battery materials. Given China’s preeminent position
in the battery supply chain currently, the IRA is intended to influence investment and siting decisions across the battery supply chain,
including lithium processing and refining.
Additionally, the DOE has committed $3 billion to bolster the domestic
EV supply chain in alignment with the BIL. In August 2025, the DOE announced additional funding opportunities totaling nearly $1 billion
to advance and scale mining, processing, and manufacturing technologies across critical mineral supply chains. These were issued in accordance
with President Trump’s Executive Order Unleashing American Energy. The funding opportunities include a Critical Minerals
and Materials Accelerator and an additional Battery Materials Processing and Battery Manufacturing and Recycling Grant Program. 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 the 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 approximately
24% to 26% through 2028, driven by the increasing adoption of EVs, renewable energy storage systems, and the global shift towards sustainable
energy solutions .31 Competition for gigafactory investments is intensifying, with global capacity projected to expand tenfold
by 2030. This is mostly due to the ability of gigafactories 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.32
31
https://www.marketsandmarkets.com/Market-Reports/battery-gigafactory-market-230821048.html
32
EV Markets Reports. “US Gigafactories: Powering the Electric Vehicle Revolution.” Available at: https://evmarketsreports.com/us-gigafactories-powering-the-electric-vehicle-revolution/.
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 lithium chloride feedstock. Sustainability is a core focus in our operations, from how feedstock is
sourced to the use of electrical energy at the refinery. Our design is expected to minimize air emissions and water
usage.
Developments
in the domestic market impact the Company in the following ways:
The key components of Stardust Power’s business strategy are as follows:
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 further
entered into a Development Agreement which calls for the Company to (i) commence the construction of the Facility 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 Facility and the start of earth works 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 site and 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 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 2023.33 Stardust Power anticipates these improvements could increase its operational
efficiency, improve resiliency to weather events, and support continued growth with increased multi-modal throughout the terminal area.
The Company believes, Port Muskogee has a robust workforce and education
systems in place. Within 60 miles of the city, there are 24 post-secondary institutions (including four post-secondary institutions within
Muskogee County), with more than 2,140 post- secondary programs offered, and over 14,377 post-secondary courses annually. The Muskogee
Center for Workforce Excellence focuses on manufacturing by deploying resources, leveraging existing programs, and aligning with local